Hunting Monsters
by Vingilot the Sky Ship
Summary: This mission was beginning to grate on Sanguin's nerves. Hunting phantoms was trouble enough, doing it while navigating the minefield that was the tense relations between Umbra and Beacon academies was just needlessly stressful. And he didn't care how skilled this 'Team RWBY' thought they were, if those rookies kept butting in some of them were bound to end up dead. Complete.
1. Prologue

**Prologue**

"And why exactly should I permit this?" The voice reminded Sanguin of a serpent. Low, coiled, and dangerous. For a single moment, he felt an involuntary urge to grab for the hilt of his sword rising up over his shoulder. Which was absurd. Professor Ozpin was on the other side of the planet, it wasn't as if he could reach through the com screen and attack. But even so, Sanguin's instincts were screaming that he needed to prepare, to arm himself, to do something to keep Ozpin from messily ending his life.

_All things considered, that's pretty impressive. _He mused, trying to keep the corners of his mouth from curling. What was even more impressive was that Sanguin was standing on the other side of the screen, Ozpin didn't even know he was present. No, all his ire was directed at the headmistress. His _indirect_ anger was enough to make Sanguin quake in his boots, and Sanguin was no pushover. It seemed Ozpin's reputation for being the world's premier Hunting expert was entirely deserved.

"It doesn't really matter if you do or not." The headmistress said with the slightest hint of mirth in her voice. Abigail Woden, headmistress of Umbra Academy, had frequently clashed with Ozpin over proper Hunting tactics and training methods. Sanguin suspected she was enjoying the current situation a bit more than she should. She steepled her fingers on her desk. "James Ironwood has already consented, and _he _is in charge of Vale's security until the Vtyal Festival is finished. And even if he weren't, I could simply bring the matter before Vale's Council. We both know what they would decide."

Sanguin idly wondered if Ozpin would call her bluff and how she would respond, but it seemed the lie passed through. "Then why exactly did you feel the need to have this conversation?"

Headmistress Woden had gray eyes so dark you would think they were black if her hair wasn't black itself to provide the contrast. "You deserve to know the situation and your assistance would be helpful for my men. Unless you intend to allow a trio of highly dangerous criminals to run free throughout your city?"

"Of course not. But my agents can handle this threat just fine."

"As you handled last week's threat?"

Sanguin winced. That was a low hit. The Grimm incursion into Vale had been a relatively small one, all things considered, but since Grimm simply _didn't _enter kingdoms, plenty of people were looking for something or someone to blame. Ozpin, being the head of Vale's Hunters, was the obvious target for criticism.

There was a long pause. Whether Ozpin couldn't think of a rebuttal or was too angry to speak, Sanguin couldn't say. Finally, Headmistress Woden broke the silence.

"Ozpin, it is my intention to crush these rogues as promptly as possible, to keep the residents of Vale safe." She said, her tone almost conciliatory. "That is why I am dispatching my finest Huntsmen to you, to eliminate them before they can cause any damage."

"_Your_ men." Ozpin said slowly. "It is your insistence that it be your men who confront these "phantoms" of yours that makes me suspect an ulterior motive."

"I'm going to ignore your insulting implication." Woden said, her words icily cold. "The simple truth is that I trust my men to get the job done." The unspoken words, _And I don't trust yours,_ hung in the air. "Of course, if you could bring yourself to lend some assistance, it would be appreciated."

There was another long pause, this one tense. "Very well." Ozpin finally said, the words tinged with surrender. "Your squad will have a place at Beacon to operate out of. When do you intend to arrive?"

"Tomorrow. The sooner this is done, the better."

"Fine. I'll make the necessary arrangements on my end."

"Thank you, Ozpin." Headmistress Woden said, sounding surprisingly grateful. She might have even meant it. She ended the call and looked over the screen at Sanguin.

"Well, that's settled. To be honest, I'd thought Ozpin would dig his heels in rather than relent so quickly."

Sanguin didn't say anything. Woden and Ozpin's ongoing dispute was rather onesided on her part most of the time. He knew that she would rather walk on coals than submit to this kind of bald-faced compulsion, but the little he knew about Ozpin made him doubt the reverse was true. She continued. "Ozpin shouldn't be too much trouble, but if he starts to obstruct you speak with General Ironwood. He was impressed with Shadow's performance on your mission in Atlas and has more clout with the council, if you need doors opened."

"If that's the case ma'am," Sanguin began, striving for a diplomatic tone. "why have we not informed him about this mission?"

"One of the few things Ozpin and I agree on is that James' preference to settle for a blunt solution makes him poor at handling delicate operations like this one." Headmistress Woden stood, and wandered over to the window, staring out at the setting sun with her hands clasped behind her back. "Sanguin, is Shadow Squad ready to deploy?"

"…We can be in a matter of hours." Sanguin answered carefully. The headmistress heard the pause.

"Something is troubling you." She said without turning to face him. "Out with it."

Sanguin took a moment to compose his thoughts. "The members of Phantom Squad may be traitors and deserters, but they were still our comrades once. The idea of hunting them down like Grimm is… unwelcome." _For the others, maybe. Not for you. _a treacherous voice whispered inside his head. A pair of golden eyes surfaced unbidden from his memories. His hands clenched at his sides.

"I had thought that would make this easier. Surely their betrayal has erased any affection you might have once had for them?" Woden turned from the window and raised an eyebrow at him. Sanguin consciously unclenched his fists and shook away the memory.

"It's not that easy." He said, meeting her eyes. "And I don't think it should be."

"I suppose that's a good mentality to have." Woden settled back into her desk. "Do you think these lingering sentiments will hamper your ability to complete this mission?"

"No. Shadow Squad will do the job assigned to it, regardless of personal feelings." Sanguin said the words with conviction, praying they were true. Will would, certainly, Argos and Dom were a bit more questionable.

"Good." Woden nodded, her attention already drifting to some papers on her desk. When he didn't leave, she looked up again. "Is there something else?"

"I was considering the hypothetical you posed earlier."

"What about it?"

"If that worst case scenario were to come to pass, our options will be severely limited."

Woden's mouth came just shy of a smirk. "I would hardly call it a worst case scenario. Phantom Squad were Hunters contracted into duty by the Noxian government. A breach in that contract, as they have done, ensures that they can and will be punished according to Noxian law. We may not be a kingdom, but Nox is still large enough to have significant weight in politics. If a Vale citizen, or especially a government employee like Ozpin were sheltering Noxian criminals, we could easily demand them extradited. And if Ozpin were fool enough to try, the backlash against him would be immense. After his recent failure, this kind of scandal would likely result in him being booted from Beacon on the spot."

_And wouldn't you love that. _Sanguin thought to himself as she continued. "The simple truth is, they just aren't worth it for him to take that kind of risk."

Sanguin Wasn't too sure of that. "Ozpin has a long history of doing what he wishes and dealing with the consequences after. Suppose he decides they are worth the risk and stands in our way."

Woden smiled dangerously, completely devoid of mirth. "Well in that case, you can just kill him."

"Just kill him?" Sanguin repeated flatly. "One of the most skilled warriors of our era."

"If you take him by surprise or your squad acts together, there shouldn't be any problems with that." Woden picked up some paperwork, her way of declaring the matter settled. "I have other business I need to attend to. I suggest you go brief your squad and prepare your gear. We leave at 0600 tomorrow. Oh, and tell them to pack something to read. It is a long flight to Vale."

"Yes ma'am." Sanguin turned and left. He walked through the hushed hallways of the Tower and down a flight of stairs to the suspended bridge between the Tower and the barracks. Halfway across, he paused and took a deep breath of the crisp mountain air. Looking north, he could see the mountains rising up to pierce the sky and the passes that ran like rivers through them.

The sun was setting in the mountains, large, deep shadows being cast as it started to drop below the mountainous skyline. The Gnomon Mountains were a harsh place to live, chilly eight months of the year and cold the rest, with movement more often than not being a matter of travelling vertically rather than horizontally and Grimm packs constantly trying to slip through the passes from the Night Lands to the north. On the plus side, the sunsets were absolutely gorgeous. From here, he could just make out the top of Westguard Tower, silhouetted by the setting sun. Once, he had chaffed at being forced to stay in the towers, always on the defensive and never taking the fight to the enemy.

_That's what I'm doing now, so why does it taste so bitter? _He sighed deeply. Fighting Grim was easier. Kill all the monsters and you win. When it came to fighting people, things weren't so cut and dry.

A faint call drifted down from the mountains on the wind. Though he could barely hear it, Sanguin recognized the sound immediately. He had heard it hundreds of times before and it was burned into his brain. Even if he hadn't, the Tower behind him repeated it seconds later, a droning call long and low. _Grim attacking Long Tower, send reinforcements. _Already a pack of black clad shapes were streaming out of the mess hall, racing up the path to Long Pass. Sanguin gripped the rail, tempted to jump off the bridge and join them. A fight might help to get his head on straight.

But he had a mission and a squad to prepare for it. Reluctantly, he let go of the railing and crossed the remainder of the bridge into the barracks.

Dom looked up from his workbench as Sanguin walked through the door. Standing six feet tall with shoulders nearly as broad, Dom was the kind of man people envisioned when they pictured Huntsmen. An open, honest face with a dashing scar over one eye only helped that image.

"We have a mission?" He asked, setting down whatever it was he was tinkering on now.

"Either that, or the headmistress called San to her office for a tea party." Argos quipped, not looking up from his book. Argos was fond of quips, and his piercing blue eyes missed little he could mock. On the bunk above him, Will sat up. Sanguin could faintly hear the music from the headphones in his human ears, but knew that his Faunus pair was picking up every word.

"Yes." Sanguin answered Dom. "We have a hunt."

Argos' book shut with a thump. "I'm just guessing here, but is our prey the human kind? Perhaps a certain, specific group of humans?" He grinned. Argos often treated the world like a joke, Sanguin should have known he would treat this cavalierly.

Dom didn't share the feeling. "And what is the goal of this hunt?"

"Their deaths." The words lingered in the air between them. Dom closed his eyes for a moment.

"Of course it would be." He said bitterly.

Will, pragmatic as ever, was more concerned with the mission's specifics. "What time do we deploy?"

"0600 tomorrow. That means we need to gear up tonight." Sanguin turned to Dom. "I'll want the full kit for this, all your tricks and toys."

"You'll have it. I may not get much sleep tonight, but I can pull everything together." Dom was already reaching into a drawer for his tools.

"You can sleep on the flight." Sanguin would have to keep an eye on him. He was pretty sure Dom would do what was necessary, but he had always been the better man of the four of them. _And apparently, that's a flaw now. _The thought made Sanguin frown and he tried to distract himself with packing his gear.

OoOoOoOoOoOoOoOo

Cinder Fall quietly strode through Vale's industrial district. When the Schnee Dust Company had shifted its main refinery and production centers to Atlas some ten years ago, Vale's manufacturing industry had largely collapsed. Now, the district was full of abandoned warehouses and factories, meaning it had plenty of places to hide. Consequently, it had attracted the sort of people who preferred living in the shadows. A casual observer would probably think that such a pretty young girl had no business wandering around the dens of thieves and gangs by herself, especially not late at night.

_Appearances can be deceiving. _Cinder had already had a little fun tonight when some thugs had thought they had found some particularly easy prey. As entertaining as that had been, she had somewhere to be and would rather avoid any more unnecessary delays. So she kept to the shadows when possible, though any skilled observer would find her largely visible.

"Why exactly do you need both of us here?" Mercury complained through her earpiece. He and Emerald were hiding much more proficiently, as a bit of insurance in case things went wrong. "We got class early tomorrow, I need my beauty sleep."

Cinder didn't respond to that, just in case anyone was watching, but Emerald stepped in. "Quit complaining. If this guy can do half of what he claims, we really should have brought more backup."

"That's a big if. Our would be partner has made some pretty big promises. He's probably just some punk hopped up on how great he thinks he is."

"That doesn't mean we should…" Cinder tuned out their bickering. The two of them would happily argue for hours if they weren't interrupted. Cinder thought it was rather cute, at times. Now, however, she found herself silently wishing they were a bit more professional.

Mercury wasn't wrong; the man she was meeting was in all likelihood some talentless grifter who thought he'd found a ticket to the big time. There was also the off chance this was a trap, although who could have arranged it she couldn't say. She had used enough catspaws to avoid making enemies in the underworld and this was hardly Ironwood's style. But, if if their mystery contact really could deliver… Their plans would become a good deal simpler, to say the least.

She looked up at faded sign mounted on the wall of a derelict warehouse. 'Azoth Industries-Creating the Future!' it read in peeling paint. This was the place. Cinder pushed open the door and entered.

The interior of the warehouse was almost pitch black, the only illumination coming from moonlight sneaking through the few windows and a small lamp at the other end of the building. There, sitting at a dusty desk in the cone of light, was her contact. He looked up at the sound of the door and gestured for her to come closer. Cinder took a few steps forward, only for shadows to rain down on her.

There were three of them, masked men dressed in back. They had dropped down from the ceiling in a silent semicircle and were holding spears ready to impale her back and sides. Cinder wasn't particularly frightened, there were plenty of ways for her to defend herself should they attack, but she was impressed. She hadn't detected their presence until they had begun to move and the oiled, synchronized way they had deployed was more akin to a group of robots than human beings. She ignored them, turning her attention to the man now walking across the warehouse floor to her.

"You said you would come alone." She admonished.

"As did you." He lightly replied from within the dimness. His silhouette rubbed its chin in an exaggerated display of heavy thinking. "So, if you're complaining about my backup, that must mean the duo that were following you aren't with you?"

"Oh, shit." Mercury whispered in her ear. Judging by the noises, Emerald was already moving to a new hiding place. Cinder had to keep from shaking her head. A sudden burst of motion after a proclamation like that was as good as holding up a sign saying they were listening in.

Her contact paused as he stepped into a ray of moonlight, illuminating him and giving Cinder time to reply. When she didn't, he continued. "Well then, to start out our partnership on the right foot, I'll take care of those rats for you. After all, people in our line of work can't have anyone snooping on us, right?"

He snapped his fingers and another shadow dropped down beside him. "Take them out. And try not to be too conspicuous, we _are _trying to keep a low profile here." His eyes didn't leave hers as he spoke. _He's going to force my hand, is he? _Cinder didn't really mind admitting her breach of their terms, but being compelled so openly was a bad precedent to set in their professional relationship.

"Stop." He raised an eyebrow and waited. "I confess, these streets at night can be dangerous for a young woman like me, so I asked some friends of mine to walk me over."

"Ah. Then allow me to apologize for making you come somewhere where you felt unsafe." He snapped his fingers again and all four shadows leapt back into the air. Looking now, Cinder saw there were support beams crisscrossing the air that they perched on. Their master smiled dangerously. "To make amends, allow me to give you an escort home."

And let him know where she was staying. _He's been controlling the conversation since I arrived. _That had gone on far too long. Time to change the game. "That won't be necessary. Perhaps we could get on with what we came here for?"

"Fair enough." He led her over to the table he had been sitting at earlier. As they walked, she glanced at him. He was a rather average looking man, no real distinguishing features other than his long blond hair, which came down to his shoulders.

"I don't believe I caught your name." She commented.

"You can call me Lance." He replied. A quick glance to the spear leaning against the desk suggested the origin of that moniker. "And you?"

"Ember." Two could play at his game. He stepped behind the rusty chair and picked up the folder he had been perusing earlier. He held it out to her.

"Here, this contains most of what you need to know. Certain details have been omitted of course, to ensure you feel a need to cooperate."

Cinder took the folder but didn't bother to open it. She knew the gist of what it was going to say already, and was more interested in what it didn't. "You mentioned earlier that your information came from a benefactor of yours. Who is that, exactly?"

"I'm afraid I'm not at liberty to say." Lance said, crossing his arms. "He wishes to keep his identity a secret for the moment. In the future, should our partnership prove mutually beneficial, that might change. Regardless, who he is has no bearing on our goals."

Cinder wasn't entirely satisfied with that answer but pressing the issue wasn't worth it at the moment. To stall for a moment she flipped through the folder, skimming through the papers within. Old news stories, an internal corporate report, some hastily sketched and incomplete schematics, there was enough here to get them started. But, she realized something didn't fit.

"According to what's in here, you already either have all the pieces of the puzzle you need or know where to get them. So why do you need us at all? Surely you would prefer to keep this technology to yourself." This could be exactly the edge she needed to enable her own plans. Or it could be a well-crafted trap to draw her and her associates out into the open. Her hand oh-so-casually drifted to the pocket her Dust canister was in. Lance's eyes flickered to follow the motion but he didn't move otherwise.

"It's true; we could assemble everything we need by ourselves. But it would take months. We have little in the way of resources and contacts in Vale ourselves. You do. You can get your hands on what we need so much faster than we ever could. And that speed may prove to be critical. Currently, the situation in Vale is opportune for our plan but that will change quickly."

He uncrossed his arms and stood a little taller. "I need an answer. Are you in, or not?" Cinder mulled it over. There were plenty of risks involved with a plot like this, but the rewards…

_Are you in or not?_

Cinder smiled.

* * *

AN: This is a revamping of a previous story I had written, Monsters and Shadows, that I abandoned due to Season 2 making a lot of it non-canon and nonsensical (for example, a critical plot point was the heroes discovering that Grimm are attracted to negative emotions, which Season 2 established was common knowledge). So, I decided to rewrite some parts, which turned into most parts, and by now it's pretty much an entirely new story.

As always, I welcome any criticism so let me know if you see a typo or something or think something was too vague or somesuch. I'll try to get the next chapter out quick, luckily I have a lot of the story already written in some form or other.


	2. Chapter 1

**Chapter 1**

It was a lazy Sunday at Beacon and Team RWBY was lounging around their room, probably for the first time in weeks. Most of the time, their professors loved to load up homework on Fridays that kept them busy for the entire weekend. And with the Vytal Festival getting ever closer, the workload was only getting bigger. Thankfully, Beacon's faculty wasn't heartless and allowed for the odd day free of classwork to do.

Unfortunately for Ruby, she had gotten kinda used to having things to do.

"I'm booored." Ruby groaned for the fifth time, her head resting listlessly on her desk. "Can we go do something?"

"Ruby, this is the first day off we've had for three weeks. Embrace it." Yang said, not opening her eyes. Ruby's older sister was taking a nap. Why, Ruby couldn't say, since Yang had already slept in till ten that day.

"We can't all be layabouts." Ruby's partner retorted. Weiss was sitting at her own desk writing something. Knowing the Schnee heiress, she was probably spending her one day off either working on some extra credit or preparing a study guide or something for an exam weeks away. She looked reproachfully at Yang. "It certainly wouldn't kill _you_ to be a bit more proactive with your studies."

Yang sat up at that. "What's that supposed to mean?"

"It means that someone who barely scrapped a D on her last exam really shouldn't be wasting a free afternoon."

"Oh really, Miss Perfect, well how bout you…"

Ruby was pretty sure Weiss and Yang actually enjoyed arguing because my goodness they did it a lot. She just wished they would get a room (heh) because she was sick of having to listen to them go at it. Blake looked over the top of her book at the bickering duo.

"Just hanging out in our room is getting to be dull. Why don't we head out into town?" Ruby sent silent thanks to her Faunus teammate and jumped on the opening.

"That sounds good to me. We haven't been back there since the whole 'train' thing."

It took some cajoling on her and Blake's part, but they got Yang out of bed, Weiss to put her pen down, and both of them out the door. They made the trip over in relatively good moods, though a discussion about where they could go for food nearly sparked another debate. But when they reached the city proper, the mood soured.

"I thought they'd have fixed everything by now." Ruby said quietly, looking at a shattered storefront. The signs of the Grimm incursion were still everywhere. The streets were still torn up with claw marks and more than one pile of rubble was awaiting disposal.

"It's going to take a while to get everything back to normal. It's not like there's a magic reset button to press and make everything the way it used to be." Weiss said with her usual indifference, but her eyes seemed glued to the damaged stores herself. None of them were going to say it, but Ruby would bet they were all thinking the same thing.

_This was our fault._ If they had found the White Fang faster, if they had stopped the train before it had breached the city's defenses, none of this would have happened.

Yang broke the tense silence. "Right! So, what did you guys want to do?"

"Uh, I'm not sure." Ruby said, thinking. There was that arcade she liked going to, but somehow the idea of Weiss in an arcade didn't seem to fit.

"If you didn't have anything you wanted to do, then why did you drag me away from my beauty sleep?" Yang complained. Ruby only half listened to the whining, trying to think. Something caught her eye in the corner of her vision. It was a spear, with a metal shaft and a deadly looking head. Not the kind of thing you saw very often in a major metropolitan area.

The spear's owner, a man dressed in black, was walking into an alleyway with another man, also dressed in black with a sword sheathed on his back. Sensing trouble, Ruby began to walk their way.

"Ruby?" Weiss asked from behind her. "What is it?"

"I'm not sure…" Ruby loosened Crescent Rose from her holder. With all the people in town for the Vytal festival, there were bound to be some foreign Huntsmen around and considering Grimm had been running amok in the city only two weeks ago, it wouldn't be at all surprising that they were keeping their weapons close. Even so, something didn't feel right.

Ruby stepped around the corner and with her practiced Huntress eye assessed the situation.

There were five people in the alley, four men surrounding a woman. The woman was an attractive blonde, and was wearing clothes that did very little to hide that fact. Her crop top was actually smaller than her purse (though to be fair it was a pretty big purse) and her skirt was _really_ short. It was the kind of outfit that would turn heads, and Ruby suspected that the current situation was because it already had. Given she was now surrounded by what looked like a gang or something; she probably hadn't wanted this kind of attention.

Said gang was an unusual bunch. For one thing, they were all wearing matching black outfits, almost like a uniform. But it was the weapons that caught Ruby's eye. Each one of them was carrying an old fashioned bladed weapon, the simple and straightforward kind that were still so very deadly. They were Huntsmen weapons.

The four men were standing around the woman, two of them between Ruby and her with the other two on the other side of her. The two closer to Ruby and facing away from her were the ones she had seen earlier. The first man had cropped short crimson hair and had a sheathed sword slung over his back. It was about three to four feet long and its circular grip and crossguard made it most likely a ninjato. Next to him, the other man's spear rested lightly on his shoulder. Judging by the shape of the bladed head, it was some sort of glaive. The apparent ease with which he carried it made it clear he had plenty of practice using it.

Of the other two men, facing her, one was a Faunus with floppy, white dog ears and a pair of long daggers sheathed at his sides and the other tall, muscle-bound man with a scar over one eye and a pair of hilts rising over up over one of his shoulders. Oddly, the two hilts were connected by a metal cable. Perhaps the swords were meant to be used as a single weapon bound by the cable? Or maybe they were meant to be brought together into a double-ended sword and were split for easier carrying?

Ruby shook her head. Now was not the time to start drooling over weapons. The swordsman had folded his arms towards his group's prey. "You're not very smart, are you?"

"If she was, we wouldn't be here." The spearman next to him said lightly. "Still, this is a decent enough way to kill some time."

"Let's just get this over with." The swordsman said, sounding weary as he ran a hand through his hair.

Ruby had heard enough. "Hey!" Crescent Rose unfolded in a whir of moving parts, its familiar weight reassuring and its barrel pointed at them, ready to fire. The spearman and swordsman both half turned to look at her. The swordsman's face was impassive and the spearman raised an eyebrow at the scythe in her hands.

"Easy, Red, we've got this." He said, before a scream tore through the air.

"Hhheeeellllppp! They're going to rape me!"

"Wha-" Was all the spearman got out before a foot slammed between his legs. He crumpled to the ground with a whimper and the woman shot past him down the alleyway. She almost ran into Ruby she was running so fast, and once she was past the young scythe wielder she turned the corner and kept on running down the street. Ruby couldn't blame her for wanting to get as far away as possible.

"Good job hanging on to her there, Argos." The muscular member of the gang said drily, his arms folded and his face looking mildly amused.

The spearman staggered to his feet, groaning. "How bout I shove _your _balls back inside your torso and then we see how well you'd do, huh Dom?"

"Quiet." The swordsman's voice was even but had the unmistakable weight of authority. He turned to his companion. "Dom, get after her."

"But…" Dom began, only to wither under his apparent leader's gaze. He sighed. "Right. I'm on it."

_Not a chance._ Ruby thought. He had to go through her and her teammates to get out of the alley, and that wasn't gonna happen. She wasn't about to take her eyes off the enemy, but it sounded like her teammates had already drawn and readied their own weapons. The four of them could hold one guy off, even if he was built like a tank.

Unfortunately, Dom had another idea. He crouched low and with a single bound scaled the four story building that made up one of the alley's walls, deftly catching the edge of the roof as he flew past it and pulling himself onto it.

"H-hey!" Ruby shot up after him, propelled by a shot from Crescent Rose. But before she could reach him, the Faunus with the daggers appeared in her path with a blur of motion. He thrust out a hand and an invisible wall slammed into Ruby, throwing her back onto the pavement.

"What was that?" Weiss asked as she helped Ruby back to her feet.

"Wind manipulation." Blake said tersely, watching intently as the white-haired man dropped lightly down beside his buddies. With the very air around them now a potential weapon, they would have to be careful. Argos, propping himself up with his spear, glanced at the redhead.

"So, are these guys friends of hers, or just idiots? What do you think, San?"

"The latter, I imagine." San said, drawing his sword. His face still had that dull, almost bored expression. "Nothing permanent."

Ruby stared at the sword. To the inexperienced eye, it didn't look very impressive. The grip was worn, the blade had a handful of notches and dings running along its length, even the circular crossguard had a chip dug out of it. But Ruby knew, it was the beaten, worn weapons that were the dangerous ones. Swords didn't accumulate battle damage sitting on a shelf. It had to be used in combat to get those nicks and scratches. Further, she couldn't see a spot of rust along its length and the metal almost glimmered even in the shadows of the alley. This sword was well used and well cared for; the weapon of a professional warrior.

Ruby was beginning to have some second thoughts.

She didn't have time to think on it, though. San shot forward like from a cannon, his sword whistling as it arced through the air. Ruby raised Crescent Rose to meet it, catching the blade on the scythe's shaft. Incredibly, the sword just kept on going. Her block kept it from slashing her in two, but the sheer force of the blow threw her backwards. She slammed into one of her teammates and fell into a heap with them.

As she tried to untangle herself from Weiss' limbs, Ruby heard the clang of metal on metal. Blake and San were dueling, his single sword keeping up with both of Gambol Shroud's blades. Yang was fighting the Faunus, blasts of wind almost bowling her over. Ruby, back on her feet, dithered for a moment over which foe to attack first, but Blake getting thrown into a lamppost by a well-placed kick decided her. She rushed back over at San, Weiss falling in behind her.

Crescent Rose arced through the air, San nimbly dodging the heavy blade. His own weapon was busy parrying a stab from Weiss, and he somehow was able to fend off the flurry of attacks the two girls launched while making it look easy. Despite herself, Ruby was impressed. That battered sword of his moved almost like it had a mind of its own and he slipped through even the slightest opening they created. Unnervingly, that impassive mask he was wearing had cracked and Ruby could see the slightest hints of a grin playing at the edge of his mouth. She had the feeling he could turn the tables and put them on the defensive with relative ease.

Her suspicion was confirmed a second later when, while his sword was locked with Myrtenaster, San caught Crescent Rose by the shaft mid-swing with his free hand. He yanked her in and their heads slammed together. Dazed, Ruby felt herself being grabbed and thrown. She flew through the air until she hit the ground and rolled to a stop along the pavement. She had lost Crescent Rose in the tumble and as she propped herself up on an elbow, a silver line entered her vision.

Argos looked down at her from the other end of the spear, smirking as he did so. He was leaning against a lamppost, looking for all the world like he was just out for a casual stroll. Except for the spear, of course.

"So, having fun?" He asked lightly, humor in his voice. Ruby grit her teeth at his tone.

"Rrgh, you-"

"Do me a solid, Red." He spoke over her. "If you stay down there, I can take it easy 'guarding' you and you don't have to have San hand you your ass again. Win-win."

Ruby looked over to the battle. Myrtenaster had somehow gotten wedged inside the ground, Weiss on her knees trying to cough some air back into her lungs beside it. Blake and Yang were both being battered by bursts of wind from the white haired Faunus as San darted toward them. She looked back to Argos. "Why are you doing this?!"

"The better question is, do you believe every random stranger you meet without question?" He replied glibly. His eyes moved past her down the street. He waved lazily with his empty hand. "Hey Dom, done already?"

Ruby followed his gaze. There, walking down the street, was Dom and the woman from earlier. Though to be honest, 'walking' was bit misleading. She had dug in her heels, but Dom was walking in front her, dragging her along by the wrist like a disobedient child. She was lashing at him with her free hand, but his body might have been made of stone for all it seemed to accomplish.

"Yeah." Dom said, taking in the scene of the battle with an odd expression. He glanced down at Ruby and reached into a pocket. "Here."

He flipped a wallet through the air to her. A black wallet with a corgi logo on one side. " How did you get my wallet?"

"Take a guess." Dom said, jerking a thumb towards his still struggling prisoner. Ruby remembered; she had brushed past her in her hurry to get away, or so Ruby had thought. Dom frowned at the look on her face, then rounded on his friend. "You didn't tell them."

"Not as such, no." Argos said, still looking amused.

"You didn't think that might be a bit important?" Dom said scornfully as he shoved the woman towards Argos. Argos didn't bother grabbing her, just whirled the blade of his spear away from Ruby's throat to rest lightly on the blonde's throat. Surprisingly, Dom then bent down, offered Ruby a hand, and pulled her to her feet.

"_What _might be important?" Ruby asked, now thoroughly confused.

"It's pretty simple, Red." Argos gestured at the quietly panicking woman at the end of his spear. "Little miss thief there thought she'd spend the day thieving. Unfortunately for her, she's not as good as she thinks, and the owner of a store she robbed caught her on camera. We were wandering nearby at the time and look like reliable sorts, so he asked us to find her."

Out of the corner of her eye, Ruby could see the fighting had stopped. Blake was holding onto Yang's arm and looking their way and Ruby was reminded her teammate had much better hearing than the rest of them, even with her true ears covered by a bow.

"Since we are good at what we do, we tracked her down easily. Which is about when you guys showed up and I think you know what happened from there."

"Do you expect us to believe that?" Weiss voice asked. Ruby turned to see her partner still holding Myrtenaster ready.

Argos shrugged. "No, but I expect him to believe him." He pointed.

An old man was hurrying down the street towards them. He looked at the signs of battle with obvious amazement. "You got her! I never thought she'd put up that much of a fight, even after you got some help."

Then Ruby placed him. He was the clerk from that Dust shop Roman Torchwick had robbed all those months ago. Apparently he thought her team had been helping catch the thief and the battle damage was all her doing.

"Sure, let's go with that." Yang muttered.

"Well, it looks like none of you were injured. That's good." The shopkeeper continued, oblivious. "Did you get the Dust back?"

"Here." Dom handed him a purse. The old man reached inside and pulled out a handful of sparkling gems and a wad of cash. His genial, slightly anxious expression twisted into rage. "I've had it with you damn punks trying to rob my store. When the cops get here, you're going straight to prison."

Sure enough, the sound of sirens was slowly getting louder. Dom and Argos exchanged looks, then turned to their leader.

"Uh, San? Orders?"

San just looked bored again. "Shadow, time to vanish." San turned and ran, jumping off a balcony on to a rooftop. His friends weren't far behind him. Argos shoved the thief at Ruby and took off, hopping up to join the others in a few bounds. He paused at the roof's edge.

"Cya round Red." He waved, and was gone.

Team RWBY stood there in stunned silence for a moment.

"Okay…" Yang turned in the direction of the sirens. "So I guess we should wait for the cops?" She said slowly and looked at the rest of them quizzically. Ruby shrugged and took a step closer to the thief and cocked Crescent Rose threateningly.

"Just try to make a break for it and we'll see if you're faster than bullets." The effect was somewhat spoiled by Yang snickering at the one liner. She ignored her sister and addressed the old man. "Who were those guys anyway?"

"You don't know them?" He seemed surprised at that. "They were carrying Huntsman weapons, so I thought they must have been students at Beacon."

"They each had a black disk on their lapels." Blake said. "That's the emblem of Umbra Academy. But why are they in Vale?"

"Who knows." The old man didn't seem to care. "They spend their time catching thieves, they're welcome to stay. Bout time we got some real protectors around here."

Ruby's face fell. She'd always tried to keep people safe herself, but…

_You can't call yourself a protector if you keep failing to protect anything. _First Torchwick at the docks, then the train. As far as actually protecting Vale went, she didn't really have a winning track record.

But, somehow she didn't think those guys had any intention of being guardians. They had jumped into a fight rather than give a simple explanation and there was something unsettling about San, at the very least. The way he had smiled as they fought…

"So Ruby," Her sister's voice intruded into Ruby's thoughts. "Was this exciting enough for you?"

* * *

AN: Whew, that took longer than I thought it would. Finding a good reason to pit the two teams against each other proved harder than I thought without screwing some future events, but I think this turned out ok. Next up, it turns out having a huge-ass fight in the middle of public has consequences.


	3. Chapter 2

**Chapter 2**

"What were you _thinking_!?"

The edge in Abigail Woden's voice could have cut down a beowolf. Judging by the expressions of her students, they would have preferred to face the Grimm. The spearman's cocky smile had long since withered while the muscular young man next to him had his gaze pinned to the floor. Even the silent Faunus' mouth had quirked in disapproval as the condemnations rolled over them.

"I gave you express orders to keep a low profile, and you decide to start brawling in the street with the first people to pass you by? What possible reason could you have had to do something so incredibly foolish?"

A sharp contrast to his teammates, Sanguin faced his headmistress with a perfectly calm expression. He stood there like he'd been chiseled from stone, standing at attention with his hands clasped behind his back. He looked as if Woden was yelling at an entirely different person than him and he was just causally observing.

"I had expected the four of you to act as Huntsmen, not children, but I see now I was wrong,

Glynda wasn't exactly pleased with the four of them either, but the way Dominic flinched at the words like he'd been struck still made her sympathize. Though Shadow squad did have the lion's share of the blame for the incident earlier that afternoon, Team RWBY wasn't entirely blameless either (Someday, Glynda was going to find out exactly how those girls managed to find trouble everywhere they went). Dominic himself hadn't been involved at all, spending the time his teammates had been fighting apprehending the criminal. But those distinctions didn't seem to matter to Woden.

"Well, do you have any excuse for your behavior?" Woden demanded of them, finally running out of steam for her rant. The normally spacious headmaster's office in Beacon's central building felt a bit cramped, solely through the older woman's sheer force of personality. Glynda was standing behind Ozpin, seated at his desk, while his counterpart paced angrily in front of her students. As far as Woden was concerned, Ozpin and Glynda might as well not have been there at all. It appeared she expected them to wait quietly until she had finished admonishing her pupils. But then, that was to be expected.

The town of Nox was the largest and longest lasting settlement outside the four kingdoms. The town's survival was almost entirely thanks to the beneficial geographical features of its location. Situated on a peninsula, sheer cliffs served to protect Nox from aquatic Grimm attacks from three sides. The northern side of the town was guarded by a mountain range. Thus, the only way for Grimm to attack Nox aside from flying was via the passes through the Gnomon Mountains.

Obviously, guarding the passes has always been a matter of extreme import to the people of Nox. With the Night Lands on the other side of the mountains, Grimm were constantly flowing south to attack the mass of humanity living so close to them. Unfortunately, Nox had no Hunting academy, so any talented young people looking for training had to leave to one of the kingdoms. Most, finding kingdom life better than the constant struggle to survive out in the wilds, stayed and left their homeland to its fate.

But Abigail Woden had returned.

An exemplary Huntress, Woden rapidly became rather influential in Nox. Eventually, she had enough public support to finally push through her project, a new Hunting academy in Nox. It would be for the city's benefit, she had said. With an academy here, we would no longer lose so many of our best and brightest to other nations. And, if we put it up in the passes, the students can get firsthand practice at fighting off Grimm.

With the overwhelming public support she had accrued thanks to her prowess as a Huntress and the citizens' deep grudges against the kingdoms for poaching so many of their skilled young men and women, Nox's governor had no way to refuse. And so, Umbra Academy was born in the shadows of the mountains. And, as anyone could have predicted, Nox's children began to die.

In Glynda's tenure at Beacon, there had been 24 students who had been killed or permanently injured. At Umbra, that number was 25 _percent _of all students. Each year. In a society that lived in constant fear of Grimm attacks, there would of course be strong social pressure for young men and women to do their duty to their homeland and step forward to serve, regardless of actual aptitude. And with the passes being the only real barrier between Grimm and the city, retreating or fleeing from Grimm meant giving them a free pass to attack the city. The end result was plenty of unskilled students having to face Grimm they weren't capable of fighting and withdrawing from the battle meant placing their friends, families, and neighbors in peril.

Ozpin and Woden had clashed repeatedly over the years on that issue, to no avail. No matter how high the death toll at Umbra rose, Woden continued to insist her way was the only path to survival for her homeland. Even as she said that, however, she was reducing the fully trained Hunters at Umbra, placing more and more responsibility on her students. And it wasn't as if her curriculum was dedicated solely to defending against Grimm.

Since Umbra took so much of Nox's resources to maintain and support, Nox's police and military suffered from a lack of funding. Thankfully, Woden was willing to lend some of her students to any problem areas to lend a hand. Of course, those students had to be prepared for what they were about to face, so Umbra had several classes teaching how to combat human enemies. Which meant that the supposed Huntsmen and Huntresses-in-training were in effect a paramilitary force.

By now, Woden effectively ran Nox. The city's governor capitulated almost immediately to everything she demanded, and if it ever came down to it she could probably take over the city with her students if she wanted. She embodied the most detestable aspects of a Huntress, someone who would use their power to assert dominance over others. A merciless woman, who held everyone to the same high standards she held herself and expected people to bend to will without protest.

To such a woman, her students' needless, pointless error was intolerable. A small, rather more spiteful part of Glynda than she preferred to listen to, wondered if Woden's rage was because of Shadow had behaved unprofessionally, or because she and Ozpin had witnessed said behavior.

Sanguin faced Woden's glare without withering. "Shadow deployed itself on my orders. I made an error in judgment, so the blame for this incident rests solely on my shoulders."

"Such errors are intolerable, even more so given the current situation. It will not happen again." Woden's words had the iron weight of an order.

"Of course not." Sanguin said, his expression still unchanging. Woden sighed and finally turned to face Glynda and Ozpin. The look in her eyes dared them to say anything.

Glynda didn't really have anything to add. It wasn't within her or Ozpin's power to bar the young men from Vale, only from Beacon's grounds. If they were going to be in the city, it would be best to keep them close, where Glynda could keep an eye on them. And after the dressing down they had already received, any further criticism would be pointless.

Ozpin, however, was being unusually caustic. "Are these really the best men you can provide?"

Woden glowered at the doubt in his voice. "They are, though today's mishap does leave me questioning that as well."

Behind her, Dominic's shoulders slumped as if beaten and Argos winced. Sanguin half turned to the motion. His shoulders stiffened, an almost imperceptible motion but one that sharply contrasted his almost robotic lack of reactions throughout his dressing down.

_Is he angry at Ozpin for the insult, or his teammates for their reactions? _Glynda honestly couldn't tell.

Truth be told, that young man unnerved her. He had eyes that she had only ever seen before in seasoned warriors, men and women who had been fighting for decades. Eyes you only get from killing. She wondered how many lives ended in a flash of crimson.

The sound of a door opening echoed through the room. And in walked someone Glynda was glad to see.

"Hello Professor Ozpin, I… ah. I was unaware you had company, sir." He rubbed the back of his neck self-consciously. "I hope I'm not interrupting."

"Not at all, Theron." Ozpin said with the first hints of levity Glynda had heard from him all day. "You can wait there. Our conversation was just wrapping up."

Theron stepped back to lean against the wall. Of all the students she had trained over her years as a teacher, he was one of her favorites. Theron Samia was the rare gem every instructor yearned for, a talented pupil willing to put in as much effort as a complete novice would need. A pleasant and charming young man, Theron would have been popular with his peers even if his skills had been abysmal. Instead, he was the strongest student Beacon had produced in years.

Woden cleared her throat. "Has everything been prepared for my students' transfer?"

_Is she trying to avoid mentioning their mission in front of Theron? _If so, it was a wasted effort. That mission was the reason Ozpin had called Theron away from his much needed vacation. It had been surprising when a Huntsman as dedicated to the job as Theron has asked for a few months off, but he had certainly earned them.

"Yes." Ozpin clearly wanted to end the discussion quickly. "Glynda, would you show Shadow squad to its new accommodations?"

"Wait, _the_ Shadow squad?" Theron asked from near the door. They all turned to face him.

"You've heard of us?" Argos asked.

"Yeah. You're the guys who broke my record for surviving out in the Night Lands, right? What'd you guys get, twenty-five days?" Theron was smiling, clearly he wasn't too broken up about it. Glynda remembered hearing that his record had been broken but not by a group of students.

"Twenty-three." Sanguin said. "Really, it's not much of an accomplishment. If you can survive three days out there, you can stay indefinitely. Until your supplies run out, of course. We only lasted longer than you because as a group we could carry more with us."

"Heh, true enough. Guess next time I'll have to bring some friends." Theron didn't seem to notice the dismissive tone in Sanguin's voice.

Glynda had started to reevaluate her estimates of Shadow squad's abilities. The Night Lands were the region to the north of Nox's barrier mountains and had the largest concentrations of Grimm in the world. Theron's own record of seventeen days had been remarkable at the time. And if that had been surpassed by a group of students…

"You'll have more time to get acquainted I'm sure." Woden said. "But at the moment I need to depart shortly and my students need to get settled in."

Glynda nodded. "Then if you'd like to follow me, we can do just that."

* * *

Sanguin had already unloaded his gear and was watching as Dom and Argos struggled to free one of Dom's cases from the pile without jostling the contents when he stiffened from the presence that had approached from behind him. He relaxed when he heard the headmistress' voice, but only a little.

"Remember, no one is above suspicion. Shadow alone is-"

"I know. We won't fail." He said, with the conviction of an absolute fact.

"I have the utmost faith in your ability to prevail." She withdrew before Goodwitch could notice.

_I'm the wrong person to say that to._ Sanguin mused, looking at Dom, who was chewing out Argos for just yanking the case free and possibly damaging the computer components inside. Even while on a mission, he still brought along his technological toys. Considering the origin of the radio and tracking devices in Sanguin's bag, he wouldn't object to any other tinkering on his squamate's part, especially if it got rid of that static problem his earpiece had developed lately.

When everything was unloaded, the headmistress gave a farewell that consisted of nothing more than a nod to them before climbing in the bullhead and firing up the engines. As the craft disappeared into the horizon, Goodwitch cleared her throat.

"If you have everything, I'll show you to your room." She turned on her heel and strode off without waiting for a reply.

_That one either doesn't like us, is suspicious of us, or both. _He had seen the look in her eyes during the earlier meeting. It was probably just Beacon-Umbra tensions, but he'd be keeping an eye on her.

They walked in silence, drawing a few looks from students who were probably curious about their luggage. People joining a school three months into a semester were rare, that was one of the reasons he had objected to that particular cover story. And with their little rumble in the streets earlier, their cover might well and truly be blown. Not that Phantom had been likely to buy it in the first place.

_And now we have a new problem._ Theron Samia. The man they called invincible. Renowned for wading through small armies of Grimm without taking a single scratch, winner of several tournaments, a man who never lost.

_In short, he's a bigger monster than I am. _

There were a dozen innocent reasons for Ozpin to want his best soldier on hand. He could be helping to shore up Vale's defenses after the recent Grimm incursion, or here to lend a hand against Phantom. Sanguin was just far too much a suspicious bastard to actually believe any of them.

He brooded until they had reached their new dorm room. Goodwitch opened the door and was about to let them in when Argos decided he hadn't been enough of a smartass today.

"Wait," he said as he looked through the door. "Is this _our_ room? Do we have to share it or something?"

Goodwitch looked at him like he was a particularly ungrateful ant. "Yes, all members of each team live in the same room."

"No, I mean do we have to share with another squad?" Argos feigned confusion.

Now Glynda looked confused. "No. Why would you think that?"

"Well, this room is so large, I just assumed."

"You know what happens when you assume." Dom chimed in.

"Actually I don't, but you assumed I did."

Sanguin fought the urge to pinch the bridge of his nose, as that would be unprofessional, and the much stronger urge to smack Argos upside the head, as that had never actually accomplished anything in the past. He settled for sighing under his breath and pushing past Argos into the room. Truth be told, it _was_ a lot larger than their room back at Umbra had been. Of course, in the mountains space was limited but he was well aware Umbra's living conditions were unpleasant on purpose. 'Hardship breeds hard men, and hard men survive' is what Professor Zeus liked to say, often before doing things like sending squads on multi-day hunts with no food, or making one student fight three, blindfolded.

The others filed in after him, with Goodwitch hovering at the doorway. "You'll be expected at classes tomorrow, so I suggest you familiarize yourselves with your new schedules. I'll bring by a printed copy for you later. If there's anything else unclear to you, don't hesitate to ask." She turned and left, shutting the door behind her.

Sanguin waited as the footsteps receded down the hall, before nodding to Argos. The spearman closed his eyes and took a deep breath. He opened them a few seconds later, and the now almost shining blue eyes quickly roved around the room, covering everything with his gaze. After a few tense seconds, he blinked and his eyes' brilliance faded.

"Nothing."

"You're sure?" Sanguin asked.

"Yup. No recording or observational devices of any kind. Just like I said there wouldn't be."

"Doesn't hurt to check." Dom supplied.

"Doesn't hurt you, maybe." Argos fired back, while rubbing his eyes. "Using my Eyes is a pain in the ass, especially when it's just to resolve your paranoia. Beacon isn't the enemy, in case you forgot."

"That remains to be seen." Sanguin said darkly.

Argos arched an eyebrow. "You don't really think that's the case, do you? If Beacon is really behind-"

Sanguin cut him off. "It might not be Beacon as a whole, just an individual. Or it could be Ozpin himself and everyone who works for him. We don't know and we're not taking chances. End of discussion."

But like always Argos had to have the last word. "And what happens when they decide the correct response to us treating them like an enemy is to respond in kind?"

Sanguin was silent for a moment before turning to Dom, who was unpacking his computer case.

"Dom, can you get into Vale's civil security systems?"

Dom frowned. "Hacking into municipal grids is illegal, so I'm not going to even try."

Sanguin folded his arms and stared at him. Most of the time, he wished his teammate had a bit more inner fortitude. But there where times when you needed to pressure Dom into doing something. After meeting Sanguin's stare for a few seconds, Dom wilted.

"Fine." He said, pulling out his patchwork computer. "I could probably get in pretty easily. The real question is if I can without them catching me doing it and I'm not sure. I'll have to see what kind of security they have up first."

"How long will that take?"

Dom was already buried in his computer. Without looking up, he shrugged. "Couldn't say. I'll let you know when I've got something."

Sanguin nodded. "Just be as quick as you can. I want Phantom found as soon as possible, and those surveillance systems are our best bet right now."

Dom looked up. "I'll work fast, but having to go to classes is gonna take a big chuck out of my free time."

Speaking of… Sanguin opened the closet and started to examine the Beacon uniforms within. They were what he expected, the formal wear of students not expected to be ready to fight at a moment's notice. He flopped onto his new bed, feeling drained. At times he hated being in charge.

Things were going awry already, and they hadn't even moved in yet. Phantom probably knew they were in town and it wouldn't be too hard to guess why. Ozpin was bringing his own weapons to bear, so San had to make sure not to piss him off further and be ready in case he was planning on turning on them. Dom disapproved of them even being here, much less what they were doing. Argos would undoubtedly be keeping up his backtalk for the mission's duration and even Will was silently making his displeasure known. It was amazing how someone who almost never spoke could be so expressive.

And of course, should they fail, it would be Sanguin's fault for not having his squad under control and dealing with the problems as they occurred.

He missed the old days when all he needed to do was fight. That was something he could do, something he actually liked doing. Which was its own problem. He hadn't even tried to talk down that team of rookies because he'd just wanted to cut loose for a while. He hadn't really thought about it at the time, but sending Will after the thief was the best choice; the silent Faunus was the fastest among them and the best tracker if it came down to that. But if Dom had stayed, he would have dissolved the conflict before it had even begun.

With a grunt, Sanguin rose off the bed and walked over to the door. When he opened it, His squadmates glanced at him.

"Where you going?" Dom asked.

"I'm gonna run for a while, get some exercise and a lay of the land."

"You need to exercise after all that fighting we did?" Argos asked as Will joined Sanguin at the doorway, clearly intending to accompany his captain. A dark part of San wondered if he was coming to burn off some energy, or keep his captain out of trouble.

"We can't all be as lazy as you." And with that parting dig, Sanguin and Will were off.

* * *

**AN: **So, our boys in Shadow ended up taking center stage for this chapter. There was a bit where I dithered on having JNPR or CFVY making an appearance, but it always just felt phoned in since there's nothing for them to do. So I folded that meeting into next chapter, which will flow a lot more smoothly. Leave a review if you spot any typos, or just have some criticism.


	4. Chapter 3

**Chapter 3**

It was another normal morning at Beacon for Team RWBY. Blake had woken up well before everyone else, Yang had hogged the bathroom for twenty minutes making sure her hair was perfect, and Weiss had badgered everyone out the door to class ten minutes earlier than the rest of them wanted to leave. The only deviation from the norm was that Ruby was having a hard time keeping her eyes open. Not even the sugary bowl of Pumpkin Pete's Marshmallow Flakes she had for breakfast had gotten her to perk up. She probably shouldn't have stayed up that late gaming, she mused as a yawn threatened to spilt her face.

"Whoa there Ruby, you about to pass out on us?" Yang asked jokingly.

"Nah, just had a long night."

"It's because of those stupid video games of yours. I can't understand why you would want to play something that would rot your brain like that." Weiss lectured.

"Don't knock them till you try them." Blake said wryly.

"Yeah Weiss, lighten up." Yang said. "Just because you're terrible at having fun doesn't mean we all should be."

"Hey! I'll have you know I'm great at having fun."

"You suggested we spend our day off studying." Yang deadpanned.

"Says the girl who wanted to sleep the entire day away." Ruby muttered.

Yang whirled as Weiss tried to repress a snicker. "Hey! Whose side are you on here?"

Ruby was going to respond when something caught her eye. Or rather, someone.

"These uniforms are so restrictive. How do they expect us to fight in these?"

"They don't. We're in a kingdom now; Grimm don't just wander in looking for a good time. Well, not usually."

The four men from yesterday were walking down the path towards them, wearing Beacon uniforms. The dark haired one, Dom, was tugging on the sleeve of his jacket exasperatedly when he looked up to see them. "Oh. Hello."

"Uh, Hi." Team RWBY came to a halt, as did the other group. "What are you guys doing here?"

"What do you mean, Red?" The blond spearman had a sly smile on his face, as if there was a joke she wasn't getting. "I said we'd see each other around."

"Yeah, but I didn't think that meant you guys were gonna enroll here or anything."

"Technically, we transferred." He replied amiably. Blake stepped out in front of Ruby.

"Why would Ozpin let you transfer here?"

Dom looked her in the eye. "Why wouldn't he?"

"I can think of several good reasons." Blake replied, her tone acidic. Ruby frowned. It wasn't like Blake to be this confrontational. Was she still mad about the fight yesterday?

As if he had read her mind, Dom awkwardly shifted. "Sorry about what happened yesterday." He apologized. "Bit of a mix-up there. My friends kinda jumped the gun and let things get out of hand." He had a bright, warm smile. With a smile like that it was hard to blame him for anything.

"They did draw on us first." San, standing in back, muttered. His scowl, on the other hand, made it all too easy to blame him.

"You attacked first." Ruby retorted, crankiness making her words come out more accusing than she had intended.

"You pointed a rifle at my head." The swordsman replied. "Was I supposed to have waited until after you pulled the trigger to assume you were hostile?"

"You could have tried explaining the situation, instead of immediately resorting to violence." Blake said, coming around Ruby to stand in front of them.

"Again, we're sorry about how things turned out." Dom turned to the redhead. "_Aren't_ we, guys?"

The redhead rolled his eyes, but before he could respond a familiar voice called out.

"You!?" Turning Ruby saw JNPR heading to their first morning class. Pyrrha was at the front of the group, and staring with her mouth agape at them. It was strange, the way she was standing with her hands held close to her chest like that, it almost seemed like she was nervous or afraid of something.

"You?" The blond was incredulous. "Three years we haven't seen each other and that's how you greet us? What, did you forget my name or something?"

Pyrrha looked over at him, eyes widening in surprise. "Ah, no it's just that…" She trailed off awkwardly. Her eyes flickered to the swordsman, then Blake, then back.

"Old friends of yours, Pyrrha?" Jaune said, obviously trying to dispel the tension.

"The two of us were seniors at Sanctum when she was a freshman." The swordsman explained. "I'm Sanguin."

"Argos." The spearman said. "That's Dom, and the quiet one back there is Will. And you are?"

Pyrrha had recovered her composure. "This is my team here at Beacon. That's Jaune, Nora, and Ren." She pointed to each of them in turn.

"A pleasure." Argos turned to look at Ruby. "And you?"

Ruby rattled off the names of her teammates. "So, what made you guys want to transfer?"

For a moment no one answered, the four of them looking between each other. Dom finally said "We wanted to expand the scope of our education, get to see how the big shot kingdom schools do things."

"Really." Blake clearly didn't believe that. "And what prompted that interest?"

"We are running low on time." Will said from the back of the group. Ruby wasn't sure what that meant, until Dom pulled a scroll from his pocket.

"Yeah, we gotta run or we'll be late for class. Nice meeting you. Again, I guess." The quartet strode off across the courtyard. Pyrrha watched them go with a nervous expression.

"Pyrrha, are you okay? You seem kinda… off." Yang said what they were all thinking.

"Well, I…" Pyrrha trailed off. Jaune stepped in between them and her. "Hey guys, she doesn't have to tell us anything she doesn't want to."

Pyrrha blushed, whether from embarrassment or from Jaune being so close to her Ruby couldn't say. "It's nothing, really. At Sanctum, older students sometimes spar with younger ones to give hands-on instruction. Seeing those two just reminded me of some tough sparring sessions, that's all."

Ruby couldn't help noticing that she didn't meet anyone's eyes when she said that. Behind her, Weiss started. "Speaking of the time, we're going to be late to class ourselves if we don't hurry."

"So much for leaving early and not having to run to class." Ruby said wryly, already starting to jog. They made to Professor Port's classroom with a whole minute to spare.

Ruby did _try_ to listen to the lecture, but Professor Port was hard to listen to in the best of circumstances, much less when you were struggling to stay awake like she was. Annoyingly, every time she was about to nod off, Weiss would jab her in the side and wake her back up again. Ruby knew Weiss was doing her a favor by keeping her awake, but that didn't stop her from wanting to strangle the heiress every time she felt a finger ram into her stomach. The tenth time it happened, she restrained the murderous impulse and blearily focused on Professor Port's words again.

"And so my great uncle was able to fragment the Beowolf pack with nothing but a well thrown knife, his masterfully aimed strike bringing down the pack leader and causing the pack to turn on itself. His story demonstrates one of the most important qualities a Huntsmen or Huntress should have, a vital quality that can be the difference between life and death not just for you, but for the defenseless people that Huntsmen and…"

_God he just drones on and on and on_. He probably could have cut his lectures into half the time if he would just get to the point already. Ruby shifted in her seat, her butt starting to ache from the hard wooden bench.

"Precision! The ability to be precise in your movements and exacting with your strikes is critical for all who would seek to overcome the dangers of this world. Who among you thinks you can demonstrate your precision?"

Ruby had drifted off again. This time, Weiss jabbed into her side hard enough to make her jump, letting out a yelp.

"Ah, Miss Rose. Please step forward. This will be a rather simple demonstration, no need to change."

Ruby walked up to the combat space, giving Weiss a glare as she passed. A blast shield rose from the floor, the dim metal pitted and scored from years of use. Professor Port tapped a few buttons and a screen was projected onto it.

"You use a ranged weapon, do you not?" When Ruby nodded confirmation, he continued. "There will be a scene projected onto the shield. You will have only a few seconds to analyze the situation and fire a single shot where you feel it would be most fitting."

Crescent Rose unfolded into its sniper mode. Ruby slid in a fresh magazine and cocked it. "I'm ready."

A scene flickered onto the screen. It was in a forest, the colors in the trees suggesting it was near autumn. On one side, a wolf, a normal one not a Grimm, crouched ready to pounce with a pair of snarling smaller wolves behind it. On the other side, a Huntsman stood with a spear held ready to meet the charge. He had a cocky smile and with good reason, the wolf already having a line of red dripping down its side.

Ruby took this all in in a second, lifted Crescent Rose, aimed, and fired.

"Miss Rose, why exactly did you feel your fellow Huntsman needed to die?" Ruby turned to face Professor Port, his face impassive. He gestured to the screen, where a red marker showed her shot landing dead center of the Huntsman's chest.

"Uh, well…" She began. "He was trying to kill that wolf, but all she was trying to do was protect her puppies, right? He had already hurt her once, and most animals would run away after that. But she didn't cause she needed to defend her puppies or he'd kill them."

"Ruby!" Weiss was hissing from her seat. "That's what you were thinking?"

"Splendidly done Miss Rose!"

"What."

Ruby looked smugly at Weiss while Professor Port continued. "Appearances can be deceiving, especially in our line of work. It is imperative that you look beyond the first impression to see the truth."

The bell cut off the rest of his speech. "Well, that's all for now. Be sure to have your reports ready to be turned in at the start of our next lecture."

* * *

"I still can't believe you got away with that." Weiss said over the background noise of the cafeteria. "How could you have possibly known that you were supposed to shoot the Huntsman?"

"Are you kidding? With all that setup, it was obvious it was going to be a trick question."

Weiss shook her head at her partner's answer. That was so like Ruby. Do something that should fail miserably, succeed with ease, then have no appreciation for what she'd just done. She primly took another bite of her apple. Blake, sitting next to her, reached for some a napkin but winced as she extended her arm.

"Still hurting from yesterday? Those guys could really hit." Yang noticed her partner's discomfort. Despite her airy demeanor, she was surprisingly observant at times.

"Speak of the devil." Weiss commented. Her teammates turned in the direction of her gaze to see the four men walking through the cafeteria. They settled in at an empty table with their trays laden with food. Dom caught them looking and gave a little wave with a soup spoon. Weiss looked away, face flushed from being caught watching.

"By the way, what was that you were talking about earlier?" Yang asked, her mouth full of food. The blonde's (lack of) manners never failed to amaze Weiss.

"What do you mean?" Her partner replied, mercifully swallowing her own mouthful of tuna sandwich first.

"You were getting into it with those transfer students. You said there were a bunch of reasons Ozpin shouldn't have let them transfer." Ruby appeared to be on the same page as her sister.

Weiss had something of an inkling what Blake had meant, but was curious what her well-read teammate thought. The Faunus straightened up in her chair a little, looking awfully like she was about to give a lecture.

"That logo on their uniforms, the black disk, is the emblem of Umbra Academy, out in Nox. There's been bad blood between Umbra Academy and the other major Hunting academies for some time now."

"Nox?" Ruby asked, clearly confused. Weiss sighed tiredly. How could someone so capable when it came to being a Huntress be so clueless about the rest of the world?

"You dunce, Nox is the largest non-kingdom settlement in Remnant."

"How was I supposed to know that?"

"We covered it in class last week!"

"Anyway, why is there bad blood between them and us?" Yang pointedly brought them back to the topic at hand.

Blake explained. "There have been a lot of disputes between the proper way to train Hunters between kingdom academies and Umbra. Umbra's headmistress likes to have low enrollment standards and to put her students on the frontlines of Nox's defenses. As a result, a lot of them end up dying since they aren't ready to fight Grimm yet. There have been a lot of insistences that Umbra change, but they refuse to. On their part, they think kingdom trained Hunters like us are pampered and inexperienced. That's probably why those guys attacked us yesterday; they wanted to rough up the fragile and sheltered kingdom Huntresses."

"We are _not_ fragile." Ruby sulked.

Weiss looked over at the quartet again. It ran deeper than that, of course. Really, the Beacon-Umbra tensions were a microcosm of the relationship between the kingdoms and the wilds. The kingdoms, being safer, larger, and far more wealthy, were undeniably the better places to live compared to the rugged, dangerous wilds. The wildlanders compensated for that with a fierce pride in how they survived in the Grimm infested lands. It was little wonder they would jump on a chance to 'prove' how much better they were (even though judging by their ages they were fighting opponents they had several years of training on).

Her brow furrowed. Come to think of it, it had been the redheaded leader of the group who had struck first. This morning, he had said he had studied at Sanctum, which meant he was from Mistral. That made it unlikely he had the usual wildlander chip on his shoulder toward kingdom dwellers. And Dom, who likely was from Nox, had been upset with his teammates for fighting.

Her musings were interrupted by rough male laughter. Once again, Cardin Winchester and his cronies were amusing themselves by picking on someone too cowardly to put them in their place. She was one of the usual targets, a rabbit Faunus girl whose name Weiss couldn't quite remember. It had something to do with fabric, she recalled. Velour? No, Velvet, that was it. Cardin was tugging on her ears, laughing alongside his teammates.

"You know, if I was you, I'd have gotten rid of these things already." He said, tugging on the rabbit ear again. "At least you wouldn't have to _look_ like a freak." His friends all must have thought that was the height of wit, given the laughter that greeted his words. A tide of anger rose behind Weiss' eyes. She had little patience for bullies, especially ones as pathetic as Cardin Winchester. Across from her, Blake was practically trembling with suppressed rage.

"I've just about had it with Cardin." Blake said through gritted teeth.

"Yeah," Yang said. "I think we should teach him a lesson."

"Hold it." Weiss said. She may not like what was going on, but someone had to be the voice of reason. "We can't start a brawl in the middle of the cafeteria. Again."

"I don't see a single reason why we shouldn't." Blake said, eyeing Weiss like she was suddenly the enemy.

"If we start the fight, we'll be the ones in trouble, not Cardin." Weiss started to look around the cafeteria for a teacher she could get involved. Beating up Cardin and injuring his pride would only make him more likely to take out his frustrations on Velvet or some other timid victim later on.

"I don't get it." Ruby said, cocking her head in confusion. "Why doesn't Velvet just kick his ass? She totally could."

"She's scared." Yang said simply.

"Why? She's gone on missions and stuff and fought Grimm way more scary than _Cardin_." Ruby's tone made it clear what she thought of Cardin's skills.

Yang shook her head. "It's different. You can fight monsters all day and still not want to mess with people. Generally speaking, you're not supposed to go around kicking people's heads in; Velvet too nice a person to be comfortable doing that."

A high pitched yelp of pain attracted Weiss' attention. Her first thought was that Cardin had crossed the line from harassment to outright violence, but when she looked it was Cardin who was clutching his hand in pain while Velvet darted away. Team CRDL appeared to have completely forgotten her, with the other members' attention on Russel, who was reaching under the table. He held up a spoon.

"What the hell?" Cardin asked. "Where the hell did that come from?" His teammates shook their heads or shrugged and Cardin started to glance about the lunch room, almost fearfully.

"Who threw that!?" He asked angrily, but received no answer. The buzz of conversation gradually filled the cafeteria again.

"What just happened there?" Yang asked.

"I think someone hit Cardin in the hand with a thrown spoon." Weiss explained. Judging by the angles… She craned her head trying to see who had thrown it.

"Weird. Oh well." Yang said dismissively. "Problem solved."

Blake frowned. "Until the next time Cardin feels like picking on Velvet."

"Well, hopefully by then she will be comfortable taking him down a peg." Ruby said.

"Either way, does anyone else want to go teach Cardin a lesson?" Yang asked. She cracked her knuckles. "Violently."

"No, Yang." Weiss said. "We're not getting in trouble for tearing up the cafeteria again."

"Come on, that food fight was awesome and you know it."

"And were the five hours we had to spend cleaning this place awesome too?" Weiss asked primly.

Yang plopped her head onto the table. "You guys are no fun. Nora would've helped."

* * *

Professor Oobleck darted around the classroom like a jackrabbit with a sugar high. Some people found the constant motion distracting but Ruby didn't really mind. Trying to keep track of the hyperactive teacher gave her something to actually pay attention to in class.

"Which, as I'm sure you are all well aware of, was a major factor in inciting the tensions that exploded into the Faunus War. Now, who can tell us what was the catalyst that started the Faunus War in earnest?"

Jaune raised his hand, probably trying to jump on the easy question. "The Menagerie Massacre?"

"Aha!" Oobleck sped in front of Jaune's seat and just as quickly darted away. "That is certainly the largest factor that promoted hostilities between Faunus and humans. However, the war itself didn't begin until something else happened, after the Massacre. Anyone else? Ah, Miss Belladonna."

"Mortis Manus was recruited by the Atlesian military and promoted to a high ranking command." Blake's words were said almost in a monotone; given how easily she normally got worked up about how the Schnee's mistreated Faunus, it was surprising she could be so calm about someone _way _worse.

Mortis Manus. The Bloody Handed Butcher of Menagerie. The single greatest mass murderer in living memory and the man responsible for the Faunus War.

Tensions over the forced relocations of Faunus into Menagerie had been building up, with humans dragging Faunus from their homes and Faunus launching retaliatory strikes at human authorities. A group of humans had decided that the relocation efforts were a mistake and that there was another way to handle the Faunus 'menace'.

Mortis had been the head of the main anti-Faunus group. He had a distinctive Semblance, a field of crimson energy around his hand that was incredibly destructive and had already earned him the nickname "Bloody Hand". With a power like that, the defenses the Faunus had in Menagerie were as effective as tissue paper. He ripped through the city's defenses and led his followers into Menagerie to slaughter everyone they could find. Men, women, children, they didn't discriminate. Ruby had seen the pictures of piles of corpses littering the streets of Menagerie. By the time the Faunus had managed to rally and wipe out the invaders, thousands lay dead. Mortis, however, had managed to elude captivity and had fled to Atlas. Even with the depraved slaughter that had taken place, things still might have been smoothed over if Atlas' council had not made a spectacularly stupid decision.

Feeling that war with Faunus was bound to happen, the Atlas ruling council decided their military needed to be bolstered. And who better to have on hand to help with fighting Faunus than the man who had already survived a major conflict with them? As anyone with half a brain could have predicted, the Faunus were outraged to see a mass murderer being put in command of a kingdom's military. The Faunus War had been inevitable at that point.

"Very good, Miss Belladonna." Oobleck was actually standing still, the usual indicator he was getting to the point. "There is an important lesson to be learned from the life of Mortis Manus. Could anyone tell us what that is?"

"Don't be a psychopathic racist?" Yang muttered under her breath to Ruby.

"Not at all, Miss Xiao Long." Yang jumped when Oobleck was suddenly in front of them. Honestly, it was her own fault for not remembering most of their teachers had eyes like hawks and ears like… something with really good hearing.

"Anyone else?" Oobleck asked. When he was answered with silence, he continued. "As Hunters in-training you all will one day be extraordinary individuals with great powers. Mortis Manus was one such individual, and he has spent the last forty years in prison for misusing that power. From his perspective Mortis was doing the right thing by purging what he saw as an inhuman menace from the world. It is imperative for us as Huntsmen and Huntress to be mindful of our actions and to avoid slipping into the trap he fell into. The road to hell is, as they say, paved with good intentions."

The bell rang. "That concludes today's lecture, class. Don't forget you will need to have your project groups turned in by next Tuesday if you intend to do group work."

Ruby was uncharacteristically silent as the team walked back to their room to change before dinner. Weiss noticed.

"What is it?"

Ruby shook her head. "It's nothing. I was just thinking, there's a lot more to being a Huntress than just knowing how to fight."

"You're telling me." Yang said. "Hell, fighting is the easy part compared to a lotta the stuff we have to learn."

"I think Ruby was more referring to the moral responsibilities of the career, not having to pass history tests." Blake hazarded.

"Hey! I _did_ pass, thank you very much."

"A D doesn't deserve to pass." Weiss said haughtily.

Ruby grinned at the usual bickering, forgetting the responsibilities of a Huntress and long past atrocities.

* * *

In one of the nicer cafés on the outskirts of Vale's industrial district, a young man and woman were on a date. At least, they appeared to be. They had walked up hand in hand, ordered the same drinks, and had been happily chatting for a half hour as their coffee gradually cooled.

The coffee shop's owner, Mr. Bill Kaldi, was tense. Very very tense. He couldn't have said why other than that in this part of town a man either developed a sense for trouble or he didn't stay in business, to put it politely. And he could feel it in his horns that paying any undue attention to the happy couple was a very bad idea. The woman had enough muscle on her to shove a fist through a brick wall and the man moved like a stalking cat, every step and gesture flowing and precise.

After a few minutes of carefully not watching them, he started to not notice a few things. Like how neither of the pair appeared to have any interest in actually drinking their coffee beyond the occasional sip. Or that the table they had chosen allowed the young man to watch the door and let his lady friend watch the counter. She wasn't watching him, but Bill had the distinct impression that was in the same sense that he wasn't watching them.

The young man kept checking a scroll he had set on the table, which gave Bill a cautious sense of hope. He had started offering free internet a few months ago to try and pull in some more customers; if all they were doing was killing time while waiting for a message or something, they should just leave once they got it.

Sure enough, eventually the little device dinged and the man scooped it up with almost desperate speed. His eyes traced lines of text and he looked up. "Guess who's in town?" Bill could just barely hear the words if he strained himself. For all the times people gave him hell for his ears, they did come in handy.

"Who?"

"An old friend of ours." The man said, taking the largest sip of coffee he had in the last twenty minutes.

"We have a lot of old friends, Lance." The woman replied, folding her arms with what Bill would guess was an irritated expression.

"You remember, the one Mordred can't stand?"

"Ah, him. That might be a problem. We didn't exactly part on good terms."

"We'll handle it. We don't have another choice." Lance leaned back from the almost whispered conversation. He downed what was left of his drink and stood, his companion mimicking the actions. But as he headed for the door, she eyed the counter with an appraising look.

Lance turned back to her, standing at the door. "Morgan, come on."

"Just a sec." Morgan absently cracked her neck and began to approach the counter. At this point Bill was acutely aware of the fact that the shop was empty except for the three of them. His eyes were drawn to the shotgun that he kept under the counter in case of emergencies. The smile of her face, however, was the sort that promised a great deal of pain if he tried anything. She stepped right up in front of him, raised a meaty hand, and… Bill winced.

He opened his eyes to see her pointing to a bun under the glass. "Could I get one of those to go, please?" She asked in a sweet tone of voice. Numbly, Bill wrapped on up and handed it to her. She stood there watching him oddly.

"…How much is it?" Bill blinked. "On the house." He managed to croak out. Morgan looked at him oddly, shrugged, and walked out with Lance. Bill sagged against the counter, the tension pouring out of his body.

He considered calling the police, but what would he tell them? Oh, there were these two suspicious characters, no they didn't do anything wrong but they had a cryptic conversation? Yeah, right. No sense in inviting trouble. Faunus who got the attention of the police didn't tend to end up pleased with the experience.

* * *

AN: And here we have the chapter in which nothing happens. It's not ideal, but the flow of the story means we get a big ball of foreshadowing and exposition all at once. Don't worry though, next chapter is going to pick things up, I promise.

I don't really have anyone in my life I can take a fanfic written about an animated, animesque web series, so this lacking in the proofreading department. So, if you spot any errors, drop a review and let me know what/where. Thanks.


	5. Chapter 4

**Chapter 4**

"You know, I could get used to this." Morgan hefted the case full of Dust in one of her hands. "It's kind of fun."

"Glad you're enjoying yourself." Lance was watching the shop's owner fill another case, one of his soldiers keeping the man at spearpoint. Of the other five soldiers with them, three were carrying their own Dust supply, with the other two keeping watch.

"It's just so little effort for so much reward." Morgan absently stepped down on the mangled remains of an anti-theft shutter. The thick metal bars across the door and windows would probably have deterred most would-be burglars without a blowtorch and a few hours to go to town on them. Morgan had simply ripped them clean off the walls. The old man had been rather cooperative after seeing that.

"Do try to stay focused. We're supposed to be robbing the place, not having a chat." Lance grabbed the now full container and tossed it to one of his clones. The hooded spearman caught it out of the air. He stepped back to join his identical companions, each one dressed in Umbra combat gear with a spear at their side. Even after years of fighting alongside Lance, having four of five duplicates of him running around was still unnerving. Lance usually had his copies wear hoods and masks. It kept enemies from learning his abilities, he said, but Morgan always thought he did it for his teammates' sake. Gwen certainly had been vocal about how she found the repeated 'deaths' of their teammate to be creepy.

Morgan squashed the memory. "Are we done here?"

"I think that's about it." Lance turned back to the old man. "You're cooperation is appreciated."

The watcher at the door stirred, the words muffled by his mask. "Trouble."

Outside, a lone man was waiting for them. "Trouble indeed." Morgan dropped her case of Dust and strode out to meet him. Behind her, Lance and the clones similarly dropped their burdens and formed a loose crescent around her, Lance himself to her left. She spoke first.

"Argos."

"Morgan." He rested his spear on his shoulder, looking as though they had merely met during a walk. His gaze shifted to the right end of the line. "And Lance, good to see you."

_Damn. _Of course this asshole would see through the decoy. Lance threw back his hood and pulled down his mask. "I had not thought to see you here, Argos. At least, not alone."

"About that." A body slammed into the pavement next to them. The clone was already fading into smoke as she looked to see William on the rooftop he had been observing from.

_So much for having some insurance. _She had been opposed to the idea of splitting their forces from the beginning but Lance had insisted. She glanced toward the alley where the second one had been hiding and there he was.

She felt her mouth go dry. A monster with hair the color of blood and a predatory look in his eyes. "Sanguin."

"It's been a while, Sanguin." Lance blurred for a moment, suddenly having two new clones on either side of him. Morgan slammed her gauntlets together, ruffling her hair with the shockwave they produced. She pointed a heavy, metal finger at Argos and Sanguin. "Are we gonna do this, or stand around jawing all day."

"Before we begin, perhaps you wouldn't mind telling us where Mordred is?" Argos asked.

"What do you think?" Morgan was a touch offended by the question. He should know better than to think any of them would turn on a squadmate like that. If the question had been turned to him, she doubted even he would have laughed it off.

"Make this easy on yourselves." William had joined his friends. Unusual for the silent Faunus to speak up.

"Easy how? We all know Woden doesn't tolerate dissent. You're going to kill us no matter what we do." William was too well trained to avert his eyes, but he did look pained at her words. It just occurred to her, Shadow was one short too. _Where's Dominic? _If he was holding back to watch for Mordred then they'd probably be okay. But if he planning on launching a sneak attack on them here…

"Enough." Sanguin drew his sword. The monster was drooling now, ready to eat. "Let's end this."

"As you wish." With that, Morgan punched the ground, sending a wave of shattered concrete racing forward. Shadow scattered to avoid it and were met by charging clones. Morgan clenched her fist and charged into the fray.

* * *

Dom had lost track of the number of times he had restlessly paced the length of the room and back. The waiting was driving him mad. They had finally found the enemy, yet he was being held back to continue running surveillance while the others went out to hunt. He'd crossed the world for this mission and now San had stuck him on the sidelines for the duration. It made him want to hate the man.

He would have, if it wasn't all so very logical. Sure, Lance and Morgan were raising hell downtown and it was likely the third member of Phantom was close by. However, _likely_ was far too uncertain for dealing with a man like Mordred. He could be off doing god knows what and someone needed to hang back and run surveillance to catch him at it. Since Dom would have had to teach any of the others how to keep track of the different cameras and alarms that made up Vale's civil defenses, and was the least skilled of the four in battle, he was the obvious choice. That didn't make him like it any more, though.

The only problem was that the radios he had built for the squad had a limited range. Morgan and Lance had been sitting right on the edge of that range. To make matters worse, the flow of the battle had pulled them all the rest of the way out. The only way for him to reach them now would be to message their scrolls and he doubted they would be taking the time to check them in the middle of battle. Which meant that if he did find something he would have to handle it alone, and the prospect of facing the final member of Phantom squad was not a pleasant one. It chafed, but he knew the wisest course of action in that case would be to stay put with his eyes on the cameras, and keep track of Mordred via the security systems. Later, when San and the others were back, they could go after Mordred as a group.

A blinking light caught his attention. _Odd. _It was his scroll that had lit up, not his computer. The computer was where he was running most of the security sweeps, the only thing on his scroll was Beacon's internal security. For that to have gone off… He quickly accessed the scroll. His eyes flew across the words, and focused on the camera feed. He stood stock still for a moment, weighing his options and priorities. The mission dictated he remain where he was and keep tabs on the enemy, so he could alert the others and they could attack in force, guaranteeing victory.

_Damnit._ He slung Twin-Edge over his back, slid knives into the various sheaths around his body, and was out the door before he could talk himself out of it.

* * *

Three members of Team RWBY were wandering the grounds of Beacon, looking for their most vocal member. They would have been having an easier time of it, if it weren't for the fact that they were technically breaking curfew and needed to sneak around as a result. While most of the faculty were willing to overlook the occasional late night snack run, anyone foolish enough to be openly traipsing around the grounds past curfew was going to catch hell for it.

"Seriously, where is she?" Yang was asking; as they left the third training field they had checked.

"I 'unno." Her sister said around a mouthful of cookies. She had been in the middle of a bag of them when Yang had mentioned how late Weiss was out and had decided against leaving them behind. It was rather common for the Schnee heiress to be out late. Weiss loved to push herself on the practice field and the defeat she had suffered earlier that week had lit a fire under her. Still, even at her most fervent she would never tempt staying out after curfew had started. If nothing else, all the times she had chided Ruby or Yang for doing so meant that she would never live it down.

And so, baited with the prospect of finally knocking Weiss down a peg or two, Yang and Ruby set off to find her. Blake was merely accompanying them to make sure they stayed out of trouble, or so she told herself.

"Well then where is she? The library's closed and she's not in the practice courts, so where could she possibly be?"

"We haven't checked the practice courts on the east side yet, maybe she's in one of them." Blake suggested. The eastern courts were secluded from the rest of Beacon's grounds somewhat. They were where people went to practice in semi-privacy. If Weiss were working on a new attack or technique, something she could expect to fail at a few times (or more) she might have gone out that far. Perhaps not surprising for someone driven to improve as much as possible, the Schnee heiress didn't like other people seeing her when she when she made mistakes.

"Honestly Ruby," Yang was saying. "You need to get Weiss to stop being such a workaholic."

Ruby was giving a muffled reply when a noise, faint to a human but all too loud to her Faunus ears, caught Blake's attention. She turned towards it and looked down another one of the tree shrouded pathways that crisscrossed Beacon's grounds. Time seemed to slow as she saw him. He was wearing a long, black coat with a hood that covered his face. And thrown over his shoulder like a sack of potatoes was a girl with long white hair.

"Weiss!" Blake cried, her teammates turning in response. The man didn't hesitate, but quickly turned and ran down the path. Blake raced after him, her legs working as hard as she could make them. Ruby and Yang were close behind, the whirring of metal telling Blake that Crescent Rose and Ember Celica were being readied for battle. She quickly drew Gambol Shroud herself. The man in black was widening the gap between them, until he sprang to the side suddenly to avoid a flash of silver that embedded itself in the ground where he had been. The knife exploded, throwing up a cloud of dust. Another black figure burst from the trees and landed in front of them. He drew back a hand that glittered in the moonlight until he was tackled to the ground by a flash of red.

"Get off me!" Dominic yelled, shoving at Ruby.

"Don't!" She yelled back. "You'll hit Weiss!"

Dominic's eyes widened for a second, before they narrowed and his lips curled into a snarl. He tucked the knife back into his sleeve with a flick of his wrist and burst after the kidnapper with a surprising turn of speed. The kidnapper was heading east, toward the cliffs. For a moment Blake had the hope that he would try to take the lift down and they could corner him. No such luck. Without the slightest break in stride, he sprang over the edge and into empty air. The three members of Team RWBY and Dom were right behind him as they fell.

The unforgiving ground rushed up to meet them. The kidnapper fell, his coattails and Weiss' long hair fluttering in the wind. He made a gesture, somehow coming to a stop in midair. He had to jerk to the side to avoid Dominic, who swung with a dual ended sword as he flew past him. Dominic didn't do anything to break his fall, just slammed into the ground feet first like a falling stone. The impact drove a crater into the ground but he was already running towards the roof the kidnapper had dropped onto.

Somewhere behind her, Blake could hear the sound of gunfire, likely the two sisters trying to slow themselves down. Blake gripped Gambol Shroud's ribbon, this was going to be tight. She fired, sending the pistol into a building she was falling past. As she descended, the ribbon pulled taut and brought her scything through the air. She had to curl up her legs to keep them from scrapping the pavement (and probably snapping off, given how fast she was moving). At the top of her arc, she disengaged Gambol Shroud and flew. She landed roughly on another rooftop, the impact enough to almost jarring her teeth together.

A flash of white caught her eye. Blake ran over to the edge and saw him running, Weiss still tucked under an arm. Ruby and Dominic were behind him and Yang was jumping down after them. Blake vaulted over the edge and joined the chase.

Their chase raced through the city streets, on rooftops and over traffic. As she ran, Blake's mind was awhirl with questions. Who was he? Why did he want Weiss? What was Dominic doing here? Despite her best efforts, she just wasn't fast enough to catch him. The others were lagging also, but Ruby and Dominic were keeping closer than she and Yang could. Finally, as Blake rounded a corner, she had lost him, but the hole in a nearby warehouse's window looked promising. She and Yang jumped through and landed on the floor where Dominic and Ruby were waiting. Their attention was fixated on a second level catwalk where the kidnapper was standing, Weiss haphazardly dropped on the ground next to him. The warehouse was full of construction materials, steel girders and concrete blocks, lying on pallets or stacked in piles.

"Give Weiss back, NOW!" Ruby yelled, more raw fury in her voice than Blake had ever heard from her.

The kidnapper ignored her and addressed Dominic. "You're pretty far from home, Momma's Boy."

"Mordred." Dominic coolly replied. "Stooping to kidnapping now? I would have thought that was beneath you." The implications of the exchange were not lost on Blake. Dom and this 'Mordred' knew each other, well enough for nicknames. Mordred had thrown his hood back, letting them see his face. He had long, dark brown hair that fell around his shoulders. His face was narrow, with thin lips and eyes that were pale gray and icy cold.

Mordred had a little half smile on his face that was starting to infuriate Blake, as if this was all some big joke to him. "Is this the part where you swear to kill me or some other dramatic speech?"

Dominic crossed his arms. "If you want. Or I can just beat you to a pulp and drag you back home. Though, since those hands of yours are so dangerous, I may have to take them from you."

"I'll pass on that offer. I'd really rather just kill you."

"_If_ you can."

"Do you honestly think _you_ are anywhere near my lev-"

"Shut up!" Ruby yelled. "Give Weiss back!" She screamed at Mordred.

He raised an eyebrow. "And why would I do that?"

Ruby folded Crescent Rose into its sniper rifle mode and pointed it at him. "Or else."

He chuckled at that. "Sorry, but I'm not giving up my prize just because you point a peashooter at me."

"Your prize?! That's IT!" Ruby fired a flurry of rounds. Mordred barely reacted, only raising one of his fingers. A steel girder, probably ten feet long or more, leapt off the pallet next to Mordred with stunning speed and interposed itself between the two, the bullets' impacts shaking it as it hovered.

"That was rather rude." Mordred said. He pointed his finger and the metal pillar shot forward like from a cannon. Dominic stepped in front of Ruby and caught it with an outstretched hand. The force of the impact boomed, but his arm didn't so much as bend. With a grunt, he threw it back the way it came. The girder froze to a stop in midair before it could hit Mordred, who just looked bored. Dominic looked down at Ruby disapprovingly.

"Calm down. Losing your cool is a great way to get killed." He turned back to look at Mordred. "This guy has a puppetmaster ability. If he touches something, he can put an invisible 'string' on it and manipulate it freely. That includes human bodies, so be careful not to let him touch you. He has ten strings, one for each finger. For this fight, we need to neutralize his puppets while attacking from a distance to keep him from controlling us." Dominic pulled his swords from his back, the two of them snapping into line with a decidedly deadly sounding click. His instructions were delivered in a calm, workmanlike manner. Blake found that reassuring. Put like that, it was possible to pretend this was nothing more than an unusual training exercise.

Dom was trying very hard to keep his near panic from showing.

Mordred had graduated ranked highest in his class, one year over Dom. Dom's own rank was in the mid-teens of his class. That didn't paint a particularly promising picture. Not to mention that Mordred's chosen battleground was full of large, heavy objects for him to throw at them. And to cap it all off, Dom's backup was more likely to prove a liability than an asset. He'd have told them to go back to Beacon, if he thought it would do any good.

"You're being rather patient." Mordred hadn't attacked while he was talking to the girls, despite Dom explaining his power and being relatively distracted. Mordred sneered in response.

"Please. Do you really think I need to resort to cheap tricks like a sneak attack? Against someone like you?" The silver lining here was that Mordred didn't have his blades with him, so he'd have to make do with whatever he could grab here. _The question is, what does he have?_ He had had two of them on his shoes earlier, but the few seconds he had had in the warehouse before Dom and Ruby had gotten there had given him enough time to set up his strings on a complete set of new puppets.

This was going to be a defensive battle. Dom was going to have to take point, get as much of Mordred's attacks aimed at him as possible. If they could hold out long enough, San or other reinforcements would arrive and tip the balance in their favor.

Dom spun Twin-Edge, taking solace from the familiar weight. The girls were spreading out slightly around him, a sign of good training; that way Mordred couldn't attack them all at once. Dom shifted into a fighting stance, waiting for Mordred to make the first move.

He didn't have to wait long. Mordred tapped the girder on top of the pile next to him and raised his hand. The girder, along with three others, rose to join the one in the air. With a flick of Mordred's fingers they swirled about, long ends pointing at the group below him like a row of spears. Another flick and they descended in a rain of steel. Dom dodged the one aimed at him and let fly one of his knives. Unfortunately, Mordred had anticipated that and had kept one of his girders back to defend himself. They met in midair, the following explosion knocking the girder back. It would have been the perfect moment to attack, if Dom didn't needing to dodge to keep the first girder from smashing his skull in. He danced backward, Twin-Edge flashing forward to meet it with a resounding clang. The girder lashed again and again and though Dom deflected or evaded each strike it was enough to keep him on the defensive.

The girls were all have similar problems, the metal bars danced as if they were alive. He saw Yang sidestep her girder, only for it to spin like a cheerleader's baton and slam her into a wall. Blake and Ruby were more agile, but even they were having difficulty evading the twisting metal serpents. That was what made Mordred truly dangerous; his ability to perfectly manipulate five objects against four different opponents while making it look easy.

_Wait… five?_ Mordred only had his right hand raised; his left was in his pocket. Why was he only using one hand? Their attacks were starting to get through; one of Ruby's shots had gotten past the defending girder and Mordred had dodged it rather than use his other hand. Did he not have enough time to get his left hand's strings in place? No, there were still plenty of girders in the stack he had drawn his first five from. So why was he limiting himself?

Dom's train of thought was derailed when his girder tried to swat him into the ground like a fly. Twin-Edge met it as it swung down and Dom used its own momentum to let Twin-Edge shear through it. The severed piece dropped with a clang. Mordred wasted no time in letting the rest of it fall, slapping another one and bringing it to bear. Again, he only used his right hand. _Why?_ He was again distracted, this time by Ruby's shout.

"Weiss! Run for it!"

Dom whirled. Weiss was on her feet, though she looked unsteady, and had drawn her rapier. She ignored Mordred and clumsily vaulted over the catwalk's railing, dropping down to the floor and landing near Blake. Dom was already running but it felt as though his feet were made of lead. As if in slow motion he saw Weiss raise her sword and stab it into the ground. Ice erupted from the point of impact, rapidly forming a large wall. Blake had managed to dodge being frozen at the last second, but thrown off balance as she was she had no way of avoiding Mordred slipping behind her and almost gently placing his right hand on the back of her neck. Mordred leapt back onto the catwalk, followed by Weiss and Blake.

Dom was furious with himself. _Goddamnit, why didn't I notice!? He was _carrying_ her! What was I thinking!?_

"Now then, ladies. I hope I didn't bore you too much with the prologue." Mordred smiled as he flexed his fingers. Weiss was still unconscious and Blake was visibly struggling, but even so they both took fighting stances. "Time to start the show."

* * *

Ruby glared as Mordred positioned her teammates like marionettes. A red mist filled her mind until she saw Dom out of the corner of her eye. Remembering his earlier words, she swallowed down her anger and focused on the enemy.

"Since I'm feeling magnanimous, I fill in some of the holes in my good friend's explanation." Mordred said. "When I'm controlling something complex, I need to devote more than one finger. For something like a human body I need a whole hand, so these two pretty puppets are the only ones I can use right now." His smirk deepened a little. "Of course, it's not like I'll need any others to kill you all."

A twitch of his fingers, and Weiss and Blake were flying at them. They didn't seem affected by gravity anymore; both of them glided through the air rather than jumped. Even as Weiss reached the ground and began to slash at Dom, she still didn't walk or stand so much as she hovered an inch over the ground. Blake, exchanging blows with Yang with gritted teeth, was doing the same.

Intending to capitalize on not being attacked at the moment, Ruby hefted Crescent Rose and took aim at Mordred. The puppeteer simply waved his right hand and Blake was yanked backwards through the air until she was in-between the two of them. Ruby's finger froze on the trigger.

"Ruby!" Blake called. "Don't worry about me! If he wins he'll kill us all anyway!"

"Yeah, but…" Ruby just couldn't shoot her friend. Mordred laughed mockingly. Blake shot towards Ruby at blinding speed, but the young leader still couldn't bring herself to pull the trigger. Blake's blades lashed forward, Ruby managing to fend them off. Another explosion of ice caught her attention. Yang had been sealed up in a pillar of ice. Her fire was already melting it, but she'd be out of the fight for a little while. Distracted, Ruby didn't notice one of Blake's feet hooking around her own. A quick yank and she was on the ground. Even so, Ruby still managed to parry a few strikes, until one of Blake's feet came down on her wrist, pinning her arm and Crescent Rose to the ground. Death descended in the form of one of her closest friends.

Until another sword entered Ruby's vision and caught the pair mid-strike. Dom slowly pushed Gambol Shroud up and back, Blake's muscles straining against him. Ruby looked past them both to see Mordred, who had an annoyed expression, as if offended he hadn't managed to kill her yet. He twitched his wrist, and from the corner of her eye Ruby saw a blur of movement.

Weiss was flying towards her, Myrtenaster drawn back ready to strike. Behind her, Yang had just shattered the ice holding her, but she was still unsteady, the bolstering power of her Semblance not having time to kick in yet. As Weiss drew closer, Ruby tried to bring Crescent Rose to around to block but it was still pinned by Blake's foot. Myrtenaster shot forward.

A hand descended into the path of the blade and the rapier lodged itself in its palm.

Dom's lips were pressed firmly together, but Ruby could still hear his scream. Then, stunning Ruby, he pushed his hand forward, further embedding Myrtenaster into his palm, and wrapped his fingers around Mrytenaster's hilt and Weiss' hand. With a shout, he swung Weiss around, slamming her into Blake and sending the Faunus flying. Dominic then slammed Weiss to the ground, dropping his sword to pin her free arm. Ruby shot to her feet. Yang rushed over and positioned herself in between Blake and her. "Ruby, are you okay?"

"Yeah, I'm fine. But Dom-"

"I'm good." His voice was thick with pain but his eyes were still sharp. "I've had worse." Weiss was kicking and struggling beneath him but he managed to keep her pinned, despite his impaled hand being loose at his side. Just looking at it made Ruby's own hands hurt. Mocking laughter drifted down to them.

"Absolutely pathetic. You struggle with all your strength and this is all you're capable of. I didn't expect much more from those children but you have no excuse, Dominic."

Ruby moved up to join Yang. "Don't worry, we can take him." She called back to Dom.

"No, you can't." Mordred shook his head like she had answered a question wrong in class. "Dominic was the only one here with any degree of talent, little as it was. With him losing an arm like that, this is over."

"Like hell it is!" Yang was beginning to flare up, flickers of fire running along her hair. Mordred smirked back. "And what are you going to do, little girl? Go running to mommy?"

_Oh god. _The embers around Yang surged into an inferno.

"Damnit, he's just trying to bait you. Keep it together." Dom was trying to get through to her sister but he was wasting his time. Ruby knew from experience that trying to get her to calm down wouldn't work. When Yang got mad, the only thing you could do was get out of the way and let her do her thing. Which she did, charging forward in a surge of fire. With a flick of Mordred's wrist, Blake flew to meet her.

Then, surprising everyone, Yang sidestepped her attacking partner, spun around, and trapped Blake's arms to her side with a crushing bear hug.

"Now, Ruby!"

Grinning at her sister's surprising cunning, Ruby raised Crescent Rose to blow Mordred's head off, only to see the puppetmaster lunging straight for her, fingers outstretched. For the first time that night, Ruby felt calm. If he touched her it was over, sure, but that just meant this was a test of speed. And if there was one thing Ruby Rose was, it was fast.

She dodged Mordred's striking hand, her Semblance making it child's play to dodge and get behind him. The scythe blade hammered into his back, his Aura flaring as he was sent flying. He slammed into a wooden crate face first, and as he got to his feet Ruby could see the edge of the crate had cut his cheek open, meaning his Aura had been nearly fully depleted by her attack. She didn't intend to give any time to recover and quickly wedged her scythe in the floor, firing as fast as she could pull the trigger. Mordred's eyes widened and he fearfully slapped at the crate next to him, only just managing to raise it off the ground in time to intercept her shots.

The crate shuddered under the impacts and suddenly Yang was beside Ruby, adding her own fire to the onslaught. They were joined a second later by a now free Blake, who joined Gamobl Shroud's fire to theirs. The box fell apart from all the bullets sent its way, but Mordred moved fast, rapidly grabbing at the pipes as they fell from the ruin of their container. His fingers danced and they moved with them, creating a whirling wall of spinning metal. He'd used both his hands for that and as Ruby glanced over she saw Weiss now slumped bonelessly on the ground. They'd broken his grip on her.

With his new barrier, Mordred managed to fend off the hail of gunfire until Crescent Rose ran dry. Her teammates stopping their barrages informed her they had similarly run out of ammo. As she dug for a fresh mag, Mordred drew up the pipes around him in a metal cage. The mocking smile was gone, replaced by a look of rage.

"You _brats._" He spat. "I'm done playing around. Time you learned what a _real _Huntsman can do." He leveled the pipes towards Weiss and Dominic. But before he could attack, a dark shape with a flash of red smashed through a window on the upper level. Sanguin dropped down to the floor, landing lightly on his feet.

"San!" Dominic cried, relief evident in his voice. Sanguin wore the same dour expression he always seemed to have. His bright green eyes surveyed the scene, passing over Ruby, Yang, Blake, and Mordred before lingering for a second on Weiss and Dominic. His eyes narrowed, and Ruby felt a chill run up her back.

"You." Mordred spoke to Sanguin, some of his old swagger returning. "I'm surprised to see you here. Are we actually important enough to make Woden let her pet monster off the leash?"

"I see you still haven't learned not to run your mouth, Mordred?" Sanguin grabbed his sword's hilt, the blade rasping on the wooden sheath as he drew it.

"Let me guess, this little maggot called for help and you came by to lend a hand?" Something about what he was saying sounded off, like there was something he meant that she didn't understand. It only lasted for a second, but Ruby saw Sanguin's eyes widen and his fist clench. He stepped forward, his body shifting into a fighting stance.

Mordred glanced up at Ruby and her teammates, their weapons still aimed at him and looked back at Sanguin. He sighed and theatrically raised his hands in surrender, the pipes clattering to the floor.

"Well, I'm a big enough man to admit when I'm beat." He took a long step back, his back almost touching the wall behind him. "Next time Dom, your mother's pet won't be around to save you." He dropped his hands to slap against the wall, then clapped them together, fingers clenched tight.

A creaking above her turned Ruby's head toward the ceiling. The roof was beginning to cave in and as she looked the walls were following suit.

"The building's imploding!" Sanguin shouted at them. "Get out!"

"But Weiss!" Ruby shouted back.

"I'll get them, just go!" And she had no choice, with Yang's hand on her collar pulling her out the window behind them. As they fell to the ground outside, the warehouse's walls slammed together with a crash of shattering concrete and metal.

"WEIIIISSSS!"

* * *

When Mordred started to collapse the building, San was already rushing over to them, his hand burning red. As he ran he swept it out in front of him and the red took flight, a line of crimson slicing through the air. When it met the rapidly approaching tangle of walls, it sliced through them too, as it the concrete were made of paper. The path it carved wasn't large, barely three feet wide, but that was more than enough.

San leapt through first, Dom close on his heels. San, unsurprisingly, landed lightly. Dom, with a sword through his palm and his other hand carrying a teenage girl's worth of dead weight, was not as graceful. He did manage to land on his feet, but his legs buckled underneath him and he skidded across the ground. To his credit, he kept his passenger from hitting the ground by twisting so he'd landed on his back. After they came to a halt he was content to lay there for a moment, dropping his head back on the pavement and letting various parts of his body submit complaints. A foot entered his field of vision and not ungently rolled Weiss off him. San took his hand and pulled him up into a sitting position.

"Mordred?" Dom asked.

"Gone."

Dom flushed with guilt. "If you hadn't had to save me, you could have had him. I'm sorry."

"Doubt it'd been that easy." His captain dismissed his apology and pointed at his hand. "Let's get that out of you." He grabbed the hilt with one hand and Dom's wrist with the other. "On three." Dom had to suppress the urge to roll his eyes. Someone saying they would rip out something stuck in a person on three, then actually doing it on one or two was one of the oldest clichés in the book. It was so they didn't clench up and make the pain worse but Dom liked to think he had more control than that. San readied himself. "One, two, three!"

Dom blinked. He looked down at a hand that still very much had a sword through it then up at San. His mouth opened to ask a question, but instead let out a strangled scream as San pulled the sword out in one clean motion. Dom glared up at his captain, who had the barest hint of a smile on his face. Dom rolled his eyes and used his good hand to rip off his sleeve, which San quickly wrapped around the wounded palm as a makeshift bandage.

"How'd things go for you guys?"

"We brought Morgan down but Lance was able to slip away."

"Did you…?" Dom knew their orders had been to kill the rouge Phantoms, but even so…

"No." San sighed. "Theron Samia showed up as we were finishing up. He and the others are taking her to the prison. It was only after they left that I got the emergency signal you'd set up and followed it here."

Dom nodded. He glanced over at the unconscious heiress. "She slept through Mordred using her as a puppet, so I think she's been drugged."

San bent over and brushed the hair off her neck. "Signs of an injection at the base of the neck. What do you think, Suenotin?"

Dom shrugged. "That's as good a guess as any. Though we should probably let a doctor take a look to be on the safe side."

"Agreed." San's pocket chirped. He fished out a scroll and frowned at what was written there. He held it up to his ear. "Yes ma'am. No ma'am. I… Right away." He tucked the scroll away and looked at Dom almost apologetically. "Goodwitch is spitting fire. I need to go report, can you handle things here?"

"Yeah I got it." San nodded and with a few bounds he was up on the rooftops, heading out. Dom had started to fuss with his bandage when something red blew past him in a blur of motion. Ruby was kneeling next to the unconscious heiress, trying to shake her awake. The clatter of footsteps heralded the arrival of her teammates. He grabbed Ruby's shoulder with his good hand.

"She's been sedated, but should be fine."

"Should?!" Ruby all but shouted at him, fear and worry tinging her voice. "She's been turned into a human puppet, battered all over the place, and been drugged but she _should_ be fine?"

"Mordred's puppet grip doesn't damage the body at all." Dom replied. "And he spent a lot of time and effort to get his hands on her. Why would he bother if he was going to inject her with something that would kill her?" He left out the fact that him using the heiress as an impromptu weapon was probably going to smart in the morning.

"Her breathing is even and she doesn't look ill." Blake added. "She'll be fine until we can get her to the hospital." She joined Ruby in crowding around Weiss, Yang on the young leader's other side.

Dom left them to it. He needed to retrieve Twin-Edge from under the rubble anyway. As he shifted chunks of shattered warehouse around with his good hand, his mind drifted back to the battle. More specifically, to the end of it.

When Morderd had charged Ruby, Dom had thought they were all dead. Mordred would catch her with ease, replace the unconscious Weiss with her, and then it would be Dom with a sword through his hand and Yang against Ruby and Blake. Instead, Ruby had outmaneuvered Mordred with high speed movements Dom could barely keep track of. In that moment, she had been moving faster than even Will could, and Will was the fastest man Dom knew. Come to think of it, according to Argos the entire group had done far better against the stronger three members of Shadow than a group of first years had any right to. _Exactly who are these kids?_

Dom kicked aside yet another piece of the roof and was rewarded with a glint of sharpened metal. He shifted aside a chunk of the wall with his good hand and wrenched Twin-Edge free of the pile. While he was trying to find a way to get Twin-Edge back into the straps on his back with only one hand, the sounds of sirens echoed down the street. _Great, now I have to talk to the police. _This night just kept getting better.

* * *

AN: As promised, action galore. I tried to get the seamless flow of Monty's action scenes but it's hard to pull that off in text. Oh well. I think this stands on it's own fairly well, though it does lag in the middle.

Leave a review with what you think. I'll see you guys next time.


	6. Chapter 5

**Chapter 5**

"One crack, Morgy," Argos was saying as they stepped off the Bullhead's ramp. "Hell, you so much as scuff those cuffs and Will cuts your throat open." Morgan eyed him, looking far too amused for his liking.

"Would you really do that to an old friend, Argos? I don't know if you have it in you." Her blue eyes were full of hurt innocence as she looked down at him. That didn't require too much effort on her part, given her six and a half foot frame had a good eight inches on him.

"There's a real easy way to find out." Normally Argos wouldn't mind having a good back and forth with Morgan, but after she nearly killed him twice that evening, he wasn't in the mood. He kept his spear at his side, ready to snap it up at a moment's notice. On Morgan's other side, Will had his daggers drawn and the look in his eyes said he wouldn't hesitate to use them.

Morgan looked over at their companion. "You hear that, handsome? They're going to kill me if these things so much as get a little dirty." She held up the specialized handcuffs that completely encased her hands for emphasis. Theron raised an eyebrow at her. "Then I would endeavor to keep them clean." He returned his gaze to the prison entrance and the guards spilling from it. A surprising number of them were robots of some kind. Argos couldn't identify them but he was willing to bet Dom could have told him the make, model, and flaws of each one. Argos couldn't help but notice they were leveling their weapons at himself and Will in addition to Morgan. His grip on his spear tightened.

At a gesture from Theron, the guns lowered. One of the guards stepped forward. Since he was the only one not wearing a helmet, Argos assumed he was in charge. "Hand over the prisoner to us."

Will frowned and Argos agreed. "We'd rather escort her as far as possible."

"This _is_ as far as you can go." Helmetless explained. "You are not authorized to enter the prison." The guard at his side shifted her grip on her gun's handle. Argos started assessing angles and firing lines. _Great, can't even get through the door without a fight._

"Surely it cannot hurt to simply let them inside." Theron opined. "I'll take full responsibility if anything happens." The guard glanced at Helmetless, who pondered for a moment before nodding and turning to lead them inside.

_Guess you don't become the strongest Huntsman in the continent without earning some respect. _Argos' gaze flickered to Theron. 'Handsome' Morgan had called him, and Argos could see why. He was tall and with enough muscle to look strong without it being overbearing, with regal features. In fact, with his short black hair he looked a lot like Dom, only instead of deep, dark, gray his eyes were a bright silver. He felt Argos' eyes on him.

"Are you quite sure you don't want to leave to attend to that distress call your friend sent out?"

"Nah, San said he'd take care of it. And Dom's too stubborn to die anyways."

Theron looked surprisingly melancholy. "I wish I could have that kind of faith in my comrades." He looked off into the distance, seeing nothing. "People assume I work alone because I'm just that good, but in truth I was in a four man team same as everyone else. I'm just the only member left."

The smart and polite thing to do, Argos knew, would be to let the topic die. "How did they die?" He could feel Will's disapproving stare in his back.

"Here and there." Theron said with forced dismissiveness. "A Huntsman's life is not a safe one. My friends gave their lives freely, defending humanity with even their last breaths."

"At Umbra, we're taught that a Hunters job _is_ to die, so other people don't have to." Argos said. "Not entirely sure if I agree with that, but I appreciate the sentiment."

"Hmph. True enough I suppose." By then they passed through the doors into the prison.

Helmetless turned back around to face them. "Alright, you're inside now. We'll be taking the prisoner from here on."

"Might I accompany you, captain?" Theron said before Argos could object again. "She is a rather dangerous individual, and it would let my companions rest easy knowing she is well guarded."

"Of course sir." Helmetless said. _That's probably as good as we're gonna get. _Argos stepped back and let a pair of guards wrap armored hands around Morgan's arms. "Her Semblance is creating shockwaves, so she can bust out of those cuffs in a few seconds." He explained as they led her away. "Be sure to keep weapons on her until you get her into Aura suppression."

"Understood." Theron left with Morgan. As they passed the threshold into the prison proper, she looked over a shoulder and winked back at Argos. Uncertainty crashed over him, the nagging suspicions he'd been feeling that night rising up in a swell. He turned to ask Will if he shared those thoughts, only to instead catch the eye of one of the guards who had stayed behind to watch them. _Right, because all Umbra Huntsmen are vicious killers, so they don't trust us. _

Suddenly weary, Argos sank onto one of the benches that lined the wall. He leaned his head back against the wall and closed his eyes. He wasn't good at handling the non-combat parts of a Huntsman's job; he'd let San deal with it. Granted, San wasn't any better but since it actually was his job, Argos had no problem passing the buck.

* * *

Weiss awoke with her head absolutely throbbing. She raised a hand to her face to both massage her forehead and to block out the light coming from above her. Something felt wrong about the situation, but before she could figure out what it was, a red cloaked mass cannoned into her side.

"Ack! Ruby get off me." Weiss shoved at her partner, pausing when she saw the tears that she was holding back.

"Are you ok?" Ruby asked, an uncharacteristic quaver in her voice. "Do you hurt anywhere?"

"I feel fine." Weiss said, before her head throbbed again. The thing that had been bothering her finally clicked. She slept on the bottom bunk, how could light be shining _down _on her? A quick glance around their room confirmed they were not, in fact, in their room. In fact, the furnishings looked rather like a hospital room. And her sleepwear looked a lot like a hospital gown.

"Why am I in the hospital?"

"You don't remember?" Ruby asked.

"The doctor said short term memory loss was a possible side effect." Blake reminded their leader, setting down a magazine on the table next to her chair.

"A side effect of what?" Weiss asked, her eyes narrowing.

"You were drugged." Yang said simply, standing near the door. She shrugged as if to say 'these things happen'.

"I was WHAT!?" Weiss shouted. Ruby held up her hands in a placating manner. "It's not that bad, he just wanted to knock you out for a bit." She gave her sister a look that implored her not to speak anymore.

"Who wanted to knock me out!?" Weiss wasn't reassured in the slightest.

"Well we're not really sure." Ruby said, looking a bit panicked. "Dom said his name was Mordred, but beyond that he wouldn't tell us anything."

"Who's Mordred?" Weiss' voice sounded a bit tinny in her ears. With effort she managed to keep from screaming at them. "Would someone here _please_ tell me what happened?"

Blake took pity on the increasingly flustered Ruby and concisely described the events of the previous night. Ruby's expression grew more and more concerned throughout the explanation, as if afraid Weiss was going to snap again. But now that her imagination wasn't providing horror stories, Weiss was actually rather relived.

"So someone drugged me into unconsciousness and tried to kidnap me, you stopped him and brought me to the hospital to make sure the drugs weren't anything serious." She recapped. "Alright then."

"What?" Now Ruby was the one who was flabbergasted. "What do you mean 'alright then'? Someone tried to _kidnap_ you. Don't you care?"

"Ruby, I am a Schnee." She reminded her partner. "People have been trying to abduct me since I could walk."

"Yeah, but…" Ruby trailed off, her eyes downcast. Weiss couldn't have said why, but she reached out and covered the younger girl's hand with one of her own. "Really, Ruby, it's not that bad. You stopped him and it's fine now."

Weiss pretended not to notice Ruby's sniffling. "It wasn't just us. Dom helped out a lot."

"Dom?" Weiss repeated. Ruby nodded, trying to pretend the lapse in composure hadn't happened. "He came out of nowhere. He's the one who got you back, we just fought off Mordred."

"Dom's advice and assistance was invaluable." Blake's voice was low and her eyes narrowed. "But I wonder what his connection to your assailant is. They knew each other by name, and Dom had detailed knowledge of his abilities."

"Well why don't we ask him?" Yang said, jerking a thumb towards the hall. A few seconds later Argos poked his head in the door, with Dom following him. Argos waved at her, flopping into an empty chair while Dom hovered nearby.

"Hey Princess, good to see you're awake." Weiss flushed at the nickname. Before she could reply, Yang raised an eyebrow at Dom "Shouldn't you be in bed and all? There's no way your hand is healed yet."

Dom smiled, though it looked a bit weak. "Beds are for sleeping and dying in."

"Also, you can sit on them if you don't have any chairs." Argos added.

Dom ignored him and continued. "The sword didn't hit my tendons or anything, I'll be fine." He held up a bandaged hand and wriggled his fingers. "We wanted to make sure everything was okay around here. Mordred probably won't be back for a while, but it doesn't hurt to be careful."

Weiss' sense of shame deepened. He had been injured trying to protect her, _by _her according to Blake, and now he was ignoring his injuries to babysit her.

She cleared her throat to thank him for his help, but he spoke first. "I need to apologize for last night."

"Apologize?" Weiss asked. Dom nodded as Argos rolled his eyes. "I kinda hit Blake… with you."

"What?"

"And," He continued, "I'm sorry that it even came to that. I should have caught Mordred long before he got to you. Or at least cut him down without needing San to come bail me out again."

"Eh, it's fine." Ruby shrugged. "We all chipped in."

Dom shook his head. "No. I was the most experienced Huntsman present. It was my fight to win or lose." Dark gray eyes drifted to the window. "And I lost." He said softly.

"Uhh, hey! Looks like a bunch of nurses are going around searching rooms." Yang said, changing the subject.

Dom looked up. "And that's my cue to exit." He walked over to the window and slid it open.

"What are you doing?" Ruby asked.

"Well, you weren't wrong about how I'm _supposed_ to still be in bed." Dom swung his legs out the window and dropped down below. Seconds later, a pack of nurses burst through the door.

"He went out the window." Argos said, pointing. A mix of horrified and outraged cries lingered as the nurses raced off. Yang smirked.

"You sold your friend out in a heartbeat. That's cold."

Argos shrugged. "If he's slow enough to get caught by some nurses, he really is too weak to be up and about."

"So what was all that back there?" Ruby's brow furrowed in confusion and annoyance. "It was his fight to lose? What are we, chopped liver?"

"Ignore that." Argos waved a hand dismissively. "The short version is that Dom's parents were these big shot Hunters, so he's got this whole inferiority complex about not living up to their standard. In his mind, anything he accomplishes is because of his heritage, not his actual skill. Anything he fails at is because he's not working hard enough, since he 'should' be at a certain level naturally."

"That's messed up." Yang said. Weiss didn't say anything, but privately she knew what it felt like to have to live up to incredible expectations, even if they were put there by yourself.

"Indeed." Argos agreed. He straightened up in his chair. "Now then, we need to talk."

Blake looked up sharply. "About what?"

"We talked it over with San, and he's agreed you guys can be let in the loop."

"I take it this has to do with last night?" Blake folded her arms.

"Yep. The guy you fought is named Mordred. He's a member of the rogue Phantom squad, and it's our, Shadow squad's, job to hunt him and his squad mates down and take 'em out."

"Who's Phantom squad?" Yang asked.

"And why do you want them dead?" Blake asked in a tone that reminded Weiss of her earlier disapproval of Umbra's practices.

"Phantom was a squad at Umbra, one year above Shadow." Argos explained. "They graduated and were assigned a bunch of search and destroy missions out in the wilds. About three months ago, they disappeared, which isn't terribly uncommon. But when a search only turned up Arthur, we started to get suspicious."

"Arthur?" Ruby asked.

Argos' expression softened. "Phantom's captain. A good man." He looked down at his hands for a second. "Anyway, when the other three members turned up in Atlas, getting on a ship for Vale, Shadow drew the short straw."

"So they killed their captain and went awol, and you came to Vale to track them down." Ruby summarized. "But then why did you pretend to transfer here?"

Argos grunted. "Officially, operational security. His tone made it clear what he thought of that. "Unofficially, Headmistress Woden wanted to sweep this under the rug. Would kind of ruin the superiority kick she's been on if it got out."

"If there are three of them, where were the others last night?" Weiss asked.

"Fighting us." Argos replied. "In hindsight, it was an obvious distraction ploy, but we did manage to catch Morgan, so that worked out."

_Who's Morgan? _Weiss wanted to ask but Yang spoke first. "That's still only two." Yang had counted them off on her fingers. "You're one short."

"Lance. He was there too, but he got away." Something about what he said seemed to confuse Argos. He looked off into the distance, absently playing with his hands before slightly shaking his head and returning to the matter at hand. "By now, he and Mordred have probably linked back up and are plotting their next move."

"Which would be another kidnapping attempt?" Weiss hazarded. Her hand clenched into a fist under the covers. This time, she wouldn't be a helpless damsel in distress.

"Possibly. Currently, we don't know what Phantom is after." He didn't quite meet her eyes when he said that. Seems they weren't entirely in the loop yet.

Argos stood all of a sudden. "Well, now you know. Not that I think it will matter. Shadow will be handling Lance and Mordred and with the guards Ozpin's got on you, you've got nothing to worry about."

"We're being guarded?" Ruby sounded surprised. What did she think was going to happen? It was standard procedure after a scare to increase security. _Too late to be any help._ Weiss' sister had said once, but it was still prudent.

"At least three, probably more." Argos nodded towards the window. Weiss followed his gaze. Outside was just an ordinary skyline. "There's no one out there."

"If you say so." Argos grinned. "Cya." He left waving over his shoulder.

The sound of a growling stomach filled the room in his absence. As if on cue, three heads turned to face Weiss. She flushed. "What? It's been quite a while since I last ate."

"You know, since we're already in the city, we could go to one of those fancy cafes you like so much." Ruby mused.

Part of Weiss rankled at the implication that they would go for her sake, as if she needed a treat after being kidnapped. Still, she _was_ always eager for a chance to not have to eat dorm food. "Sounds good to me." She threw off her blankets and made to stand up, ignoring the sudden surge of pain in her head. Yang held up a hand. "Whoa there. Unless you wanna go on the run too, maybe you should wait until the doc checks you over first."

Weiss flopped back onto the bed. "Fine. Go get him then, and be quick about it!"

Yang saluted. "You got it, Princess." She left chuckling, with Weiss glaring daggers in her back.

* * *

The sword wove through the air, tracing a path slowly and methodically. His feet followed in a careful, intricate dance. Sanguin moved without conscious thought, the motions having been burned into his body by years of practice. Drying sweat covered his brow as he brought his breathing back under control. He had been practicing for hours now, and his body was reaching its limit. The perfect time to truly push yourself. He began to increase his speed again, taking care that his movements were still precise and unerring.

Each member of Shadow had their own way of unwinding after combat. Dom would look over his equipment, and anyone else's if he could get his hands on it, with a near religious reverence. He'd repair and tinker and replace any spent knives, menial and time consuming work he could get lost in. Will liked to listen to music. He had a surprising interest in Vacoan hip hop, which Sanguin had always thought didn't really fit his reserved character. Argos would take one of his many history books and read for hours, his eyes never leaving the page. If you asked any of the other three, they would say that Sanguin relaxed by training. That was not, strictly speaking, true. San often did engage in practice sessions following a mission, that much was true. However, relaxing was nowhere near his intent.

Sanguin had realized a long time ago that his interests were a bit different from most people's. Most people, hell, most Hunters, fought because they needed to. Because there was some great evil or threat to be eliminated. Some of them enjoyed it, some of them saw it as a task to be performed, but in the end it was all the same. The battle would end, and they would go on with their lives. For Sanguin, it was the exact opposite. Fighting _was_ his life.

He couldn't find anything that made him feel half as alive as when he was in battle. When someone or something was trying to kill him and him them, his heart raced with excitement and his blood sang. He was faster, he was stronger, he thought quicker and his body seemed to just _move _without the need to think first. He trained himself incessantly after combat in an attempt to hold on to that feeling, pushing himself to his limits to emulate having to fight for his life again. Everything was so simple and straightforward in those moments. When it was kill-or-be-killed, everything else didn't matter. It didn't matter that he had orders he hated or who he was related to. All that mattered was the battle, was winning. It was so tempting to see the world like that, where anything in his way was an enemy that could be cut down.

His meeting with Ozpin and Goodwitch had gone about how he had expected. Badly. Between them tearing up most of Main Street with a battle and not even apprehending more than one of the enemy, there was a lot of the mission that had gone wrong. Ozpin and Goodwitch thought that the lion's share of the blame belonged to Shadow Squad. Which they made abundantly clear.

Goodwitch did most of the talking. Ozpin just sat behind his desk with his fingers steepled looking stern. Sanguin thought he had a good poker face but he had nothing on Beacon's Headmaster. Still, Woden liked to say Goodwitch never had a thought Ozpin didn't have first, so Sanguin took the silence for agreement. It was around the point when Goodwitch had started to imply he had deliberately let Lance and Mordred escape he lost his patience. Playing the "your students got in the way" card hadn't done him any favors, but by that point he was past caring. The only silver lining was that Ozpin still saw the sense in letting them interrogate Morgan.

His arm slowly dropped to his side. It wasn't working. Compared to the fury and thrill of true battle, a practice session was drab and dull. Once it would have been enough to banish the uneasiness, but the more he fought for real, the more he needed the real deal. He breathed out slowly, glancing around the practice court. He had chosen a secluded court, tucked away on the edge of Beacon's grounds. Seeing no one, he raised his sword with one hand. Slowly, he curled his fingers around the blade and squeezed.

Pain laced up his arm, the feeling dull and muted thanks to his Aura. He watched as light bloomed in his palm as his Aura tried to protect him. He helped it along by concentrating his Aura into his arm. The light from his hand flared but even as he watched it grew dimmer. It faded as the pain grew sharper and San released the blade just as it was about to fade completely.

Aura shielded and protected the body. Losing that shield made one jumpy, apprehensive. The body instinctively realized that it was in danger and reacted, making one skittish and easily spooked. Being able to keep your composure in that state was a valuable skill, especially in battle where the slightest misstep could be your death. Sanguin trained this way often; it took only a few moments for him to slow his heartbeat back to normal. He began to work through his set again before a voice intruded.

"Haven't you mastered that yet?" Will asked, his tone making it clear what he really meant. Sanguin was tempted to ignore him, but that always made Will tetchy.

"You can always improve." Sanguin said, pointedly ignoring the unsaid reproach. He returned to his practice, not caring if Will stayed or left. His squad mate had the decency to withdraw and leave him to it. Will took a perch atop the surrounding wall and watched Sanguin flow through the set.

Sanguin could feel the goosebumps on his arms and legs. Being Auraless felt like every nerve in your body was on fire. Once you worked past the fear that came with, it was almost as good as being in battle. _Almost._

A small part of his mind worried the old concern like a bone. As the years passed, his appetite for combat only grew. Rather than becoming accustomed to the thrill of mortal combat as he had hoped, he hungered for it more and more. Will was not wrong; he _had_ more or less mastered controlling himself when his Aura was depleted. But he kept training, if only for the sense of danger it evoked. _And when this isn't enough either? _A voice whispered. _When you need something _stronger_ to sate your appetite?_

The battle last night had been everything he could ask for in a fight. Morgan's punches had nearly shattered his arms more than once. Lance's clones had been everywhere, attacking from all sides. Danger and death had been all around him, but it hadn't reached him. He had danced through it, cutting down a dozen clones without taking so much as a scratch before he reached Morgan.

Sanguin frowned at the memory. Had Theron not intervened, he would have killed Morgan. And not for the sake of the mission either. He would have killed her in cold blood for the hell of it, the rush it would have given him in the heat of battle.

What kind of Huntsman kills people out of sheer bloodlust?

An alert issued from his scroll. Sanguin read the message while Will hopped off the wall and joined him.

"Ozpin's pulled some strings at the prison and gotten us some time with Morgan." Sanguin answered the silent question. He kept reading. "But we'll have company." _What's Ozpin playing at now?_

* * *

"Well, that was a resounding failure." The silky smooth voice slithered through the air. Lance frowned, but said nothing. They had, after all, indeed failed to secure the Schnee girl, and all the Dust she would have brought them in ransom. Mordred however had some wounded pride he needed to assuage.

"I'm so terribly sorry we couldn't do _your_ job." Sarcasm dripped from his words. "Acquiring the necessary Dust was your responsibility. Why are you even here if we're going to be taking care of everything?"

Ember smiled. Lance didn't trust that smile, or her at all for that matter. The sooner they were done with her, the better. "I told you exactly how to get more Dust than we could possibly ever need, did you want me to hold your hand the whole way through?"

"You think coming up with a plan that would take three minutes to dream up then expecting us to actually do it counts as getting us the Dust we need?"

"Enough." Lance was ill used to leading, but someone had to take charge. _If only Arthur were here. He'd know what to do. _"What's done is done. We need to plan for the future." He faced Mordred. "We have to prepare for the next step of the plan. We don't have much time to get ready." He turned to Ember. "You need to get us the Dust we need. Our deal was that we would let you use the procedure if you obtained the necessary supplies. If we have to do the hard work ourselves, why would we let you reap the benefits?"

Ember's smile was _really_ unnerving him.

* * *

AN: This chapter has survived three rewritings of the story largely intact, with good reason I think. I admit I'm guessing what would happen if you lost your Aura but I liked the idea that Sanguin's training has a self-destructive bent to it.

In other news, Weiss' POV is hard to write from. I'm probably relying too much on having OC POV's to avoid getting the canon characters completely out of character. I'm gonna try to phase that out over the next few chapters, rewatch some episodes again to get a better feel for the characters.

As always, I don't really have a proofreader so let me know if you find any glaring errors.


	7. Chapter 6

**Chapter 6**

The bullhead's engines thrummed, a drone of background noise that pervaded the craft. Yang leaned her head against the wall and let the noise soak into her skull. She had always been fond of engines and the sense of power at your fingertips they provided. Being in the passenger compartment of an aircraft didn't quite generate as much thrill as her motorcycle, but the sound of a running engine was still music to her ears. She closed her eyes and tried to let the comforting murmur lull her back to sleep.

She had been dragged out of bed at the ungodly hour of seven in the morning by Professor Goodwitch. She had told the groggy members of Team RWBY that Team Shadow was going to be interrogating the criminal they caught two nights ago at Vale's prison. And since RWBY had met that person's teammate, Ozpin wanted them to be there, since they might pick up on something the members of Shadow would miss. When complaints that Dom had been there the whole time as well had gotten no ground, Yang and her teammates had dressed hurriedly and rushed over to an idling bullhead, the four members of Shadow waiting for them.

"Does anyone else think something's not right here?"

Yang cracked an eye open and gazed blearily at Argos. "No, I go to prisons to interrogate rogue Huntresses all the time."

"Blondie, it's not _what_ we're doing, it's _who._" Argos replied. Yang was fairly certain he enjoyed winding them up and didn't feel like giving him the satisfaction of asking what he meant. Ruby, sitting next to her, didn't share the feeling. "What do you mean?"

Argos leaned forward, resting his elbows on his knees. "While you guys were dealing with Mordred, the three of us" he gestured to San and Will sitting to his left, "were fighting the other two members of Phantom."

"Right…" Yang said slowly. "And you captured one, and now we have to go play twenty questions with her. What's your point?"

"Why her?" San said from the end of the row. "Why was Morgan the one we caught?"

Blake rolled her eyes at him. "We weren't there. Why _was _she the one you caught?"

"Because she stayed behind holding us off while Lance escaped." Argos answered. He folded his arms crossly. "Which doesn't make any sense."

Yang made a quick, silent prayer for patience. "Why does that not make sense?" Dom looked up from his scroll.

"Morgan's Semblance is making shockwaves. Powerful, but not exactly the perfect decoy skill. Lance's Semblance, on the other hand, is creating clones of himself. Clones that are visually indistinct from the original and can be easily replaced if he has the stamina. Which is pretty much the perfect decoy ability."

"So you're confused because Morgan stayed behind as a rear guard despite Lance being far better suited to the role?" Blake summarized.

Dom nodded. "Right, because our enemies will always make perfect strategic decisions, even in the heat of battle." He directed his sarcasm over his shoulder at Argos, who rolled his eyes back at him.

"Phantom's too experienced to make that kind of rookie mistake and you know it."

"Enough." San said firmly. "You've been arguing this for hours and going nowhere. Even if you're right, what would we do differently? She's already under guard with the most security we can muster."

"True." Argos begrudgingly admitted. "I'll just be happy to be done with this."

"Wouldn't we all." San muttered. A heavy silence descended on the airship. For her part, Yang was fine with dozing the rest of the way, and she did. She was jarred awake by Blake gently shaking her shoulder. "We're almost there." The Faunus said. Yang craned her head to look out the window. "Are you sure?" They didn't appear to be near much of anything, if you don't count trees.

Blake nodded. "We had to loop out over the wilds a bit to approach the prison from an approved vector." Vale's council had decided that it would be better for everyone if the prison was as far away from the city proper as they could put it. The complex was shoved up against a corner of the kingdom's wall, nothing but miles and miles of forests surrounding it on two sides. In fact, some parts of the prison were actually integrated with the wall. Yang remembered hearing something in the news about how one convict had been caught tried to tunnel his way out and ended up digging through the wall, and right into a pack of Grimm. That had prompted some serious discussion about moving/altering the prison, which the then fifteen year old Yang had been happy to ignore.

They tilted as the bullhead banked into a turn and there it was. Rising out of and around the wall like a concrete growth, the Vale Penitentiary certainly looked imposing. Three towers kept watch over the yards and open spaces, with another trio on the wall watching for Grimm. The inward facing walls, though barely half the height of the Kingdom's wall, still seemed pretty much impassable, lined with searchlights and patrolling guards. As they drew closer, Yang noticed something about those guards.

"Are those robots?"

Blake nodded. "Vale's military has been moving more and more into using automated forces to handle routine assignments like guard duty." Across the plane, Dom tsked.

"AK 130s." He said disdainfully. "They really need to upgrade. The new Knights have much better reaction times and target identification protocols."

"I knew it." Argos whispered. Goodwitch entered the cabin from the cockpit. "Everyone make sure you're strapped in. We're touching down now." A thump and a sudden lurch confirmed her words. Yang unstrapped as the ramp descended. They crossed the landing pad in a disorganized mob, Professor Goodwitch looking a lot like a kindergarten teacher on a field trip. A platoon of robots led by an armored solider met them halfway and escorted them inside. The entryway looked more like a waiting room than Yang had expected. Receptionist's desk, some benches to sit on, a fake plant in the corner, Yang half expected to see a stack of old magazines lying around somewhere.

A line of human guards were waiting for them. In the middle was a grim looking man who Yang guessed was in charge. "If you're coming in here, you need to surrender your weapons." His pointing finger seemed more aimed at the members of Shadow than the rest of them.

San crossed his arms. "Would you like us cuffed and bound too? No thanks." Behind him, Will had a hand on one of his dagger's hilts and Argos' eyes were flittering around, taking scope of the situation. The guards kept their weapons lowered, but some of them had fingers on the trigger. To use a cliché, you could cut the tension with a knife.

Or a scythe. Ruby stepped forward and held out Crescent Rose. "Here you go." The guard she approached hesitantly holstered his gun and took it from her hands, looking over at his superior with a puzzled expression. _Nice move there Ruby. _Following her sister's lead, Yang slipped Ember Celica off her wrists and offered them to another guardsman. She was impressed. Ruby reading the atmosphere like that and offering up her precious scythe to dissolve the situation was the kind of thing Yang expected from a leader. _My baby sister is pretty mature now. Guess she really does have what it takes to be in charge. _Though Yang would never have admitted it, she had thought Weiss had a bit of a point when she said Ruby was too childish to be a leader. But if she kept this up, then she'd be more than capable. By then, Blake and Weiss were also surrendering their weapons.

The members of Shadow looked between themselves. Finally Dom shrugged and slung his swords off his back and handed them off. He then bent down and pulled a pair of throwing knives out of his boots and started to reach under his arm for another one. The dam broken, Argos gave up his spear with a flourish while Will unclipped his daggers from his belt. San's expression soured, but in the end he unslung his sword sheath from his back and held it out for a guardswoman to grab. They had to wait a minute for Dom to finish pulling knives from various parts of his body before they could proceed. Even then, he still managed to trigger the metal detector, but once he produced a scroll from his pocket they waved him through.

"What was that all about?" Weiss asked as they were led into the bowls of the prison. Dom pointedly looked at the warden leading them. "We're from Nox, so we're dangerous. Everyone knows you can't trust people from the wilds." The warden didn't acknowledge his words but oddly enough Professor Goodwitch looked a little guilty.

* * *

They wandered through the prison's halls, turning seemingly at random. The way the walls were all the same dull white with little in the way of ornamentation only reinforced the feeling of going in circles. Thankfully, Ruby had always had a pretty good internal compass and managed to not get completely lost. The only thing that broke up the monotony was the combat androids that were standing at attention, guarding doorways throughout the halls.

Finally, they were ushered into a room with a polarized glass window and really wasn't built to have ten people in it at once. Ruby squeezed in behind Dom and somehow ended up in front, right next the window.

"The prisoner is in the other room." The warden said. He pressed a button on the wall and the glass lightened. "We can see her, but she can't see us."

Said prisoner was cuffed to a table. With good reason, she looked like she could rip the door off its hinges if she were free. The interrogation room was otherwise empty, only the softly glowing blue Aura dampeners set in the stone walls and ceiling.

San glowered at the glass. "When do we get to go in?"

The warden narrowed his eyes. "You don't. You're going ask whatever questions you have from this side of the glass."

"How on earth do you propose to do an interrogation without even being in the room?" San folded his hands.

"You ask questions _without _relying on violence and intimidation." Professor Goodwitch put in. Her tone could have frozen a lake. A small pond at the very least.

"And what have you learned thanks to this _gentle_ questioning?" San asked archly. "Where Lance and Mordred are? What they're after? Who they're working with, if anyone?"

"That is what you are here to do, but I won't allow your usual savagery in my prison."

Ruby cut in. "Uh, guys?"

"What?" The warden and San asked simultaneously, glaring at each other when they realized what they'd done.

"Why don't we actually try asking first? If that doesn't work then we can… try something else." Ruby ventured. She wasn't going to offer any suggestions for a plan B if it didn't work.

San made to speak, then shared a long look with Dom. He shrugged. "Fine. Let's give it a shot. I'll do the talking for the beginning."

The warden pressed another button on the wall and the color of the glass shifted just slightly. Morgan, who had been staring aimlessly at her hands, looked up. When she saw who it was, she smiled. There was something off about it, though. It looked a bit too… genuine for someone cuffed to a desk.

"Sanguin," Her voiced issued from a speaker mounted on the wall. "Argos, Dom, and Will. Looks like the gang is all here. And you brought some little friends with you too."

"I'll ask once, Morgan. You and Lance played decoy so Mordred could kidnap Weiss Schnee. Why?"

Morgan sat back in her chair, or as much as she could with her hands held in front of her. "Isn't it obvious?" When there was no response, she continued. "We were going to hold the girl for ransom and become filthy, filthy rich." She smirked.

Ruby hadn't thought San's expression could get any harder, but here they were. "Don't lie to me."

"Whether you believe or not is none of my business. I've got better things to do with my life than look at your mug." Putting action to her words, Morgan faced the wall.

"Right." San looked back at the warden. "Now we do things my way."

What the warden was going to say, Ruby didn't know. And probably never would, since the air was filled with a howling siren. "What?" Goodwitch started and looked at the flashing red light now sprouting from the ceiling. The warden didn't respond, too busy looking at the display on his wrist armor.

Yang sighed. "Let me guess, someone's attacking the prison."

"Some of our friends, I bet." Argos cracked his knuckles. "Orders, boss?"

She saw San's tongue flicker out, just enough to wet his lips. "We get our gear and take them down." There was no one in the room who didn't know what he meant when he said 'take them down'. "Let's go."

The warden blocked the door. "You're not going anywhere."

"You have got to be kidding me. There are people quite literally assaulting this place and you're first concern is _us?_"

"_You _are staying right here until I know you're not involved in this."

"What?" The air froze. Behind Ruby, Dom stiffened. Will's fists were clenched and Argos' smile looked strained. San looked downright murderous. Professor Goodwitch stepped between the warden and him quickly. "Johnson, this isn't helping. Go see to your security, I'll handle this."

The warden nodded and left, breaking into a run when he was out in the hallway. San glared fiercely at Goodwitch. "You can't expect some security drones handle a pair of trained, battle-tested Huntsmen."

"I am aware of how dangerous your former colleagues are." She pulled out her riding crop and raised it menacingly. "That is why I will be taking care of them myself. You will be staying here."

San raised an eyebrow. "Why?"

"They are here to rescue her. Someone needs to be with her to keep them from succeeding, should the worst happen."

"Being armed would really help with that." Argos commented drily.

"I have no doubt you will be able to manage barehanded." She gave San an odd look then and turned to leave.

Blake stepped forward. "Professor, what about us?"

Goodwitch started, like she'd forgotten they were there. "You will stay here as well, and assist Shadow squad." Or, sit quietly in the corner while the adults do all the fighting. Ruby had heard that before. Before she could protest, Goodwitch was gone.

A tense silence descended in the interrogation room. Blake paced restlessly, Yang loudly tapped her foot and Dom played with his sleeves. Ruby felt like she should say something, some words of encouragement or inspiration to get them all fired up, but nothing came to mind. A female voice, electronically stilted, intruded into the quiet.

"You don't think very much of me, do you? Explaining all your plans right in front of me isn't a very good idea, is it?" Morgan was smirking again. With a sinking feeling, Ruby realized she was right. But, she reminded herself, what was Morgan going to do?

"As a rule, I don't really worry about what people chained to tables think." Argos clearly agreed with Ruby.

"You should." The lights flickered in the ceiling. "You might be surprised what you miss, thinking like that."

Suddenly, they were plunged into darkness. Ruby jumped in surprise and caught Weiss with a flailing arm. Over muffled objections and her hushed apologies, Ruby heard Dom. "They cut the power." He sounded begrudgingly impressed. "But the emergency generators should kick in in a few seconds."

"Too long." Argos sounded urgent. "She's going now!"

Ruby heard a crashing, rumbling, noise. The lights slammed on a second later, to reveal a little pile of shattered metal where the cuffs had been and a gaping hole in the wall.

"Damnit." San glared at the glass. "She was waiting for that the whole time."

"Well, what are we standing around here for?" Ruby was out in the hallway without another word. She pulled up short when a gun barrel was pointed in her face.

"Return to your cell, inmate." The electronic voice droned. The android gestured with its gun-arm. "Comply or face immediate disciplinary action."

Before it could make good on its threats, its chest caved in. Even without Ember Celica, Yang could really throw a punch. A whirring noise down the hall alerted them to another robot spooling up its weapons. A white blur flashed past Ruby and turned into Weiss, who was using her glyph to boost her speed. She landed lightly on the android's chest, wrapped her arms around its head, and with the boost from another glyph was back beside the sisters. She dropped the chunk of metal, dripping some sort of oil, with distaste.

"Well, that wasn't too bad." Yang said. Since the universe loves to punish those kinds of statements, another pair of robots rounded the corner at the end of the hallway, too far for them to reach. "Oh, crap."

The guns spun into activity. A black clad body moved in front of the trio. The sounds of gunfire filled the hallway. Dom shielded his head with his arms, but otherwise did not move to avoid the bullets. After several seconds, the hail of bullets stopped. Instead of falling over in a bleeding mess, Dom thrust forward his arms and sent two silver blurs hurtling down the hall. The robots had just enough time to look down at the knife hilts sprouting from their chests before explosions engulfed them.

"How many of those do you _have_?" Weiss asked incredulously.

"None, at the moment." Dom rubbed his forearm. "They hacked the security drones too. Those things may only shoot rubber bullets, but _damn_ they still hurt."

"Enough chit-chat." San surveyed the destroyed machines. "If the security units are against us too, we need our gear. We get to the armory and then, we hunt down Morgan."

"We're coming too!" Ruby declared. "You might need our help."

"Hmph. Right." San said, making it clear what he thought of that. "Let's move."

They managed to reach the armory with little trouble. The few security androids they encountered were dispatched easily enough. The worrying thing was, they didn't see any actual human beings at all. Ruby told herself that was because they were all off dealing with the other intruders.

The walls of the armory were lined with weapons lockers, most of them open and empty. Thankfully, Team RWBY's weapons were tucked away inside an unlocked locker and the team suited up. Shadow wasn't so lucky.

"Locked." Argos tried a few random numbers on the key pad, with no success. "Hey Dom, crack this thing open."

"Right." Dom shouldered past him to stand in front of the locker. He gripped the doors near where they met and pulled. The metal creaked, but even with his strength it didn't seem likely to give any time soon.

"I was thinking you would hack the thing open." Argos commented drily as he watched his teammate struggle.

"It's a locked box, there's nothing to hack." Dom fired back, voice thick with exertion.

"Move." San pushed Dom aside and bent down towards the lock. There was a small flash of red light and the locker swung open. San handed out the sharp implements within, including two armfuls of knives. He slung his sword sheath over his back and in a single motion drew his sword and pointed it at Ruby's face. No, not at her, at Blake, who was likewise aiming Gambol Shroud at his chest.

Ruby had never heard such vehemence in her teammate's voice. "You're the grandson, aren't you? They said you-"

"I know what they say." San cut her off. "Either put that thing away or use it. But if you pull that trigger, I won't hold back."

Ruby was now thoroughly lost. What did Blake mean San was "the grandson"? Most people had grandparents, it was something that guns needed to be brought into. There was that sense you get when a fight was about to start, the little tingling in the air. Yang moved up behind Blake, cracking her knuckles, Will grabbed the hilts of his daggers.

Argos put a hand on his leader's arm. "Guys, we have way more important things to worry about now. Like the prison break in progress." He said to the room at large. "This can wait for later."

"Indeed." Weiss moved in between the two would-be combatants. "There are more pressing issues at the moment."

San rammed his sword back into his sheath. "Just stay put and out of the way." He turned and left the armory at a run, his teammates behind him.

Blake slowly lowered Gambol Shroud, her eyes fixed on the door. Ruby tentatively put a hand on her shoulder. "What was that all about?"

Blake was spared having to answer by a faint booming noise in the distance. "That was an explosion." She said, her ears faintly twitching under her bow. Ruby realized they were wasting time.

"Come on!" She was out the door before she could check to see if they would follow, not that she needed to.

* * *

Morgan moved fast. She was aware that she had precious little time to get who she came for and get out. The sense of a monster looming over her shoulder put a little extra hustle in her stride. She ran down a line of cells with glass fronts instead of the usual (and cheaper, this particular brand of plexiglass was as hard as steel and twice as expensive) bars. These were the kind of prisoners who you didn't to have anything to possible hide something behind. Aura dampeners lined the walls of each cell and there were vents to pump in knockout gas if the occupant started to act up.

She had to commend the builders of the maximum security wing, they really knew their business. However, the myriad of escape prevention measures all shared one weakness. They were useless against someone _outside_ the cell.

Morgan counted as she ran, ignoring the barrage of shouts from the prisoners she passed. Most of them wanted her to let them out, of course, but she was only here for one man in particular.

_48, 49, 50, cell 51. Here he is. _She took a second to catch her breath. "Hello, doctor."

The cell's occupant took one look at her and pressed himself against the back wall. "W-who are you? How did you get in here?"

"That's not important right now. What does matter is that we leave at once."

"What? Oh no. You- you're after Icarus? No, I won't let you have it. You can't make me."

"That's where you're wrong." She placed her hand on the glass and let her power flow down her arm. A spiderweb of cracks spread out from her arm, until the glass wall shattered into pieces. She stepped in and grabbed him by the collar. He struggled, of course, but he was a scientist by trade while she was a trained warrior. Even so, his squirming _was _annoying. She was tempted to knock him out with a quick punch to the head, but it was too easy to cause some accidental damage. Scrambling his brains would ruin everything.

"You appear to be in difficulty." A voice commented. Unlike the others, shouting and screaming for attention, this voice was smooth and conversational. Nevertheless, she wasn't here to chat. She pulled the struggling doctor out of the cell. The man in the cell opposite them spoke again. "Are you sure you will be able to escape alone, while having to carry him along with you? Perhaps you would like some assistance?"

She looked him in the eyes and knew who he was. "Are you making an offer?"

There was a hint of a smile. "A rather simple one, yes. You do that little shattering trick on my cell, and I will eliminate any and all pursuers, allowing you to escape with the good doctor."

Morgan thought it over. It was a catastrophically bad idea, probably the worst idea she'd ever even considered in her entire life. And yet...

* * *

It turned out Shadow could really move. They also liked to travel in straight lines, regardless of what was in the way. The holes knocked in the walls and floors did make it easy to figure out which way they had gone, though.

Team RWBY caught up with Shadow at a T-intersection. A sign on the wall said that to the left was the maximum security wing, to the right were the loading bays.

"I'm telling you, this was planned. This is why Morgan played decoy instead of Lance; he'd still be trapped in the interrogation room. She's after something and there's no way it's the fastest way out of here." Argos was saying. Dom shook his head. "Why take that kind of risk? With Lance and Mordred, the three of them could have hit this place and been gone before anyone could stop them."

"Maybe they needed a way inside or something, you don't know." They continued to bicker, San brow furrowed as he listened.

"Does anyone else feel a draft?" Yang asked. Ruby knew that sometimes she got distracted but _wow _that was off topic.

"We are in what very well may be the most secure, well-built structure in all of Vale. There is _not_ going to be a draft." Weiss reminded her testily.

"I feel it too." Will said, surprising Ruby. He was so quiet compared to his teammates she'd almost forgotten he was there. "That way." He pointed down the left hallway.

"Morgan." San set off at a run, the rest of his squad falling in behind him. Ruby shot off after them, trusting her teammates would follow. They raced into the maximum security block and past rows of cells, the prisoners all shouting at them. Some begged to be released, some hurled vicious insults, some made… offers… that made Ruby blush redder than her cloak. She followed the members of Shadow around a corner and the noise receded behind them. They were in a service passage now; if Ruby's internal compass was accurate they were getting near the prison's wall.

They were. The first thing Ruby noticed was at the end of the passage there was a gaping hole ripped in the wall, the sunlight and wind coming in. The second thing she saw was an older man in a blood splattered prisoner's jumpsuit leaning against the edge of the hole. Only then did she see the pair of bodies on the floor in front of him, blood pooling underneath them.

Blake slammed to a stop at the sight of the scene. Her mouth worked, but nothing came out beyond a few choked sounds. Weiss let out a gasp, and Argos muttered a horrified "Oh, fuck." In front of them all, San was almost trembling. "You." He said, his voice quivering with raw fury.

"Is that any way to address your grandfather?" Mortis Manus asked.

_Grandfather? _San practically seethed. "We aren't family, you bastard."

Mortis smiled slightly. The expression of calmness and serenity looked unnatural on the face of a mass murderer. "Such rudeness. I had been looking forward to seeing you again."

San stepped closer to him. "So had I. This time, there's nothing keeping me from killing you."

The words seemed to amuse Mortis. "Oh? Those are some big words from a mere boy." He held out his hand beckoningly. "Shall we dance, then? Perhaps you might learn a thing or two." His outstretched hand blurred as red light covered it.

San sheathed his sword. "I swear, on my Manus blood, you will not leave this place alive." San held up his own left hand, a similar energy flaring into being around it. Ruby felt nauseous just looking at it. Like a blob of congealing blood, the crimson field drooped down as if it were going to drip down to the floor. Something just felt very _wrong_ about that hand.

San shot forward, Mortis rushing to meet him. They met with a flurry of flashing red strikes, hands almost chiming as the energies around them collided. Ruby was no stranger to combat, but this was different than an ordinary battle. The glowing red hands clashed and whirled, their owners twisting to avoid even the slightest touch from their opponent. This mortal dance, with not even the slightest room for error, was so unlike anything she had ever seen before.

Despite being in the throes of battle, Mortis seemed to be enjoying himself. His smile had only grown, not even being fazed when San drove a knee into his stomach and kicked him back. Ruby was suddenly reminded of the way San had grinned during his fight with her and Weiss. The similarity was… unsettling.

San wasn't smiling now. His normally stoic features had been twisted into a snarl.

Though they were both obviously skilled, it seemed San was a bit better. The younger man's vitality was slowing gaining an edge. Mortis was fast enough with his Hand to match San's blow for blow, but San was landing successful counter attacks with his feet or free hand. This wasn't enough to land any serious blows, but Mortis was slowly being driven back to the opening in the wall. Was that San's plan, to push Mortis out into the open ground so the rest of them could flank him?

She cocked Crescent Rose and got ready to move when her path was blocked. Argos had positioned his spear to block her despite his eyes being fixated on the fight.

"Don't. Those Hands of theirs will go straight through your Aura and weapon without even slowing down. If you jump in out of nowhere, San will have to check himself to avoid killing you. And that will be enough of an opening for Mortis."

"I won't just stand around doing nothing!"

"Even if you did manage to bring down Mortis, San would just get pissed at you. He doesn't like to share his prey." His voice was jovial, but his eyes never left the duel and on his spear his knuckles whitened.

The clashing noises had stopped, the two combatants in a deadlock. San had Mortis' Hand in a death grip. Their competing bloods sparked and crackled as they strove against one another. San's other hand rose, closed around the hilt of his sword. He swept it across, a line of steel scything through Mortis' neck.

The clatter of metal hitting the floor was like a gun shot in the silence that followed.

Mortis serenely looked to his left hand, still sparking as its energy fought against San's grip, and to his right, whose crimson field had neatly bisected the incoming sword. His smile widened at the stunned look on San's face.

"I told you you might learn something." He swept his hand down. San was already leaping backwards, but not fast enough. Mortis' Bloody Hand tore him open from shoulder to hip.

San fell backward in a rush of blood. Mortis stood over him, his hands burning. He looked disappointed, more than anything else. "Such a waste. It seems the pride of the Manus dies with me, huh?" He raised his hands.

A sudden, powerful wind pushed Ruby aside, into the wall. The wind picked up Mortis and threw him and threw him backward like a fallen leaf. Will sprang after him into the sunshine of the open ground beyond the wall. Dom and Argos were already kneeling around San. Ruby picked herself up and moved to join them. She heard Dom speaking, almost panicking.

"Two? That's impossible!"

"Apparently not." Argos looked grim, glancing around. His eyes fixed on Ruby and he grabbed her cloak, pressing the red cloth into the wound. San's eyes were closed, but he was still breathing. Argos jerked his head towards the outside. "Go. Will can't win alone."

Dom nodded, composing himself. He rose and ran for the hole, pulling knives loose as he went. A chorus of explosions rang through the air as her team joined them. Blake didn't as much as pause, heading straight past them to the battle. Yang glanced down as she ran, but followed her partner. Weiss slid to a stop next to Ruby. The heiress was muttering. "Okay, first thing is to put pressure on the wound, we've done that, next comes a tourniquet? No, you can't wrap a tourniquet around the torso, it wouldn't work…"

Argos glanced between the stricken San and the battle raging outside. With a groan, he picked up his spear and bolted for the hole. "Take care of him." He called back.

"Uh, right." Ruby looked helplessly at Weiss. She knew some first aid, sure, but not the sort that let her treat gaping wounds.

"Here." Weiss pressed Ruby's hands into the sodden cloak. Ruby was suddenly glad it was already red. "We need to get the wound closed someh-"

San's eyes slammed open. He sluggishly propped himself onto his arm, despite their protests. He blinked slowly, not seeming to see them as Weiss gently pushed him back down.

"What-" His eyes widened. "Mortis." He pushed Weiss and Ruby away roughly, rising to his feet. He drew back his left arm.

"MORTIS!" Red burst from his hand. It almost looked like fire, it was surging so wildly. "DIE!" He swept the arm across the air in front of him and the flame took flight. It jumped from his hand, flying down the corridor in a burning crescent. It grew as it flew, the edges slicing through the walls on either side of it. In its path, Dom tackled Black and Yang to the ground, Will and Argos leaping into the air.

Mortis, however, had no intention to evade. He raised crimson cloaked hands and caught the scything energy. The explosion completely enveloped him. Dom slowly got off Yang and Blake. "It exploded? Since when does it do that?"

"We've never seen two Hands collide, who knows what can happen?" Will landed beside him. Oddly, Ruby noticed his daggers were still sheathed at his side.

"Focus, guys!" Argos was peering into the cloud of dust, spear held in an attacking position. Will moved beside him and stretched out a hand. A gust of wind blew away the dust and there he was.

Mortis looked distracted. He absently stared at a glowing hand, turning it this way and that. "Interesting." He said to himself. "To be able to throw the Hand, I had not known that was possible…"

San was panting heavily. The crimson around his hand surged, again growing in size. "Mortis… you bastard… I'll… kill you." He staggered forward a step then collapsed, his Hand fading into nothingness. Mortis eyed his prone grandson critically while Dom darted to San's side and Argos and Will moved to block him. Dom rolled San over and Ruby once again pressed her blood-soaked cloak over the wound.

Swords fell from the sky. Argos stepped in front of Will and deflected them with a whirl of his spear. It was then Ruby noticed two very strange things about them. First, the swords had no hilts, both ends tapering into points. Secondly, instead of obeying gravity and falling they hung in the air. With a sinking feeling, Ruby counted ten hovering swords. Then he appeared, walking out of the distant trees.

Mordred looked gleeful at the scene before him. He tsked, full of mock concern. "Oh dear, Sanguin. You look absolutely terrible. I take it I have you to thank for that?" He directed the words at Mortis.

"Correct. You have some relation to my grandson?"

"He's an old rival. Suffice to say, I enjoy watching him bleed."

"Something you never accomplished?" Mortis asked fairly. "He _is_ a Manus after all."

Mordred's frowned. "Careful, old man. I came to give you a ticket out of here. I could leave you behind just as easily."

"We do have a debt to pay." Walking out of the woods behind Mordred, another man appeared. He had on the same black combat outfit the members of Shadow Squad wore and had a spear slung over his back. "He helped Morgan escape, now we help him."

"Do you think I need help from a pair of striplings?" Mortis asked.

"Defeating these people? No." The newcomer said bluntly. "Evading arrest afterwards? You tell me."

Mortis laughed. "Very well. You've convinced me. Let us go."

"But first, I have some debts of my own to pay." Mordred raised his hands. The swords swiveled about, ready to skewer them.

"Not my grandson." Mortis warned. "He must die at my hands."

"Heh, fair enough." Mordred cocked his fingers. The hiltless swords drew back like arrows on a bowstring.

The newcomer grabbed Mordred's arm. "No. Have you forgotten our orders?" He jerked his head back to the trees. "We're leaving _now_. That includes you." He raised his voice towards Mortis. "If you want to stay, you're not coming with us."

Mortis looked back over at his bleeding grandson. If eyes really were the windows to the soul, Ruby was fairly sure she could see the madness simmering in his. "Boy! Come find me again once you understand the true nature of our power! I'll be waiting." He turned to leave.

"You're not getting away!" Blake rushed at them, Will falling in behind her with his hands on his daggers' hilts. Argos pointed his spear in her face, forcing them to stop or impale themselves.

"What are you doing!? Get out of the way!" Blake screamed. Argos ignored her, instead turning to Mordred and his companion. "Orders, was it Lance? That's not surprising, you're a natural follower. The question is, who are you following now?" He spoke lightly, like they were discussing lunch plans.

Lance stood there for a long moment but didn't respond. "Come on." He turned and ran into the forest. Mordred shrugged and followed him, Mortis close behind them. Blake rounded on Argos. "How could you just let them escape!?"

Argos sagged, as if deflated. He dropped to the ground as if his legs couldn't support him anymore and ran a hand through his hair. "Haaah man. We really got our asses kicked, huh?" He looked off in the distance, seeing nothing. "It's been a long time since we lost this badly."

* * *

AN: This chapter was pretty short to begin with but just sort of kept growing and growing with things I couldn't bring myself to part with. Oh well, I think it turned out pretty well. Let me know if you disagree.


	8. Chapter 7

**Chapter 7**

There was a tense silence in the prison's aircraft, the sort you get when everyone present has something to say but no one wants to speak first. Blake rested her head in a hand propped up by her knee, striving for calm. Professor Goodwitch had gone back earlier on the medical transport, so it was just the seven of them. She had stayed just long enough for the prison medics to get Sanguin in a stable condition before shipping him off to the much larger and better equipped hospital in Vale proper. Since she had been ostensibly in charge of the outing, Professor Goodwitch seemed to feel some sense of blame for his injuries and had insisted on accompanying them.

Blake opened her eyes and looked across the aisle. Unlike the trip over, this time they weren't divided into their respective teams. Across from her sat Dom, Argos to his left, Ruby and Weiss to his right. On her side of the passenger compartment, Blake had Yang and Will to her left. Dom was checking his knives, sliding each one from its sheath and looking over the mechanisms before tucking it away. Weiss was sitting with her hands clasped in her lap while Ruby stared at the wall, both looking lost in thought. Likewise, Will was tapping a staccato on the hilt of one of his daggers, eyes not focused on anything. Next to Blake, Yang had her arms crossed and was tapping her leg slowly with a sour look on her face. Probably from frustration, but at what? It wasn't like there weren't plenty of things to choose from.

Contrary to everyone else, Argos appeared perfectly content. He was leaning his head against the wall behind him, eyes closed, looking for all the world like he was taking a nap. Only the tempo of his breathing showed that he was still awake.

She watched him until she couldn't hold it back any longer. "What were you thinking back there!?" She burst out.

Argos cracked an eye open at her. "You're going to need to elaborate."

Blake was happy to. "Why did you stop us? We could have kept them from escaping. Now the world's greatest mass murderer is on the loose and it's all thanks to you."

"Really? I thought the people who actually set him free were more to blame." Now both eyes were open. Blake had the unnerving feeling he was seeing through her. Argos shrugged. "If you had tried to stop them you would have died."

"If we had fought together, the three of us could have defeated Mortis." Will spoke up from his seat near the door. Blake was surprised, she would have expected the usually silent man to take his teammate's side.

Argos eyed him frowning. "Maybe. Which would leave a team of freshmen to fight off Mordred _and _Lance _and _keep San from bleeding out."

"We should have let him die." A hushed silence filled the plane at Blake's words. Yang stared, Ruby gaped, and Weiss looked like she had something to say and was trying to find the words.

Dom found them quicker. "The last few hours have been rather stressful, so I am going to forgive those words. Once." She remembered the look he gave her from before. It was the same expression he had facing Mordred, that night in the warehouse.

"He doesn't deserve to live." Blake didn't care how much Will and Dom glared, she wasn't going to be silenced. "He's a monster and the spawn of monsters. The world would be better off without him."

"You know a lot about someone who you've never had so much as a conversation with." Argos was more composed than the other two, but Blake could see hardness in his eyes.

"I don't need to speak with him. On look at his hand, and I know what he is." Blake remembered, back when she was a little girl. She remembered every year, the White Fang held a memorial march to honor the victims of the Massacre, something she had proudly taken part in. She remembered how her family pretended not to notice the marks of grief on her grandmother, and not to hear when she wept for her murdered sister and parents. She remembered San driving a fist into her stomach and smiling as he did so.

"Ah yes, that old tune." Argos had that mocking smile of his back. "So much anger, and no one ever stops to ask what it's like to be him."

Outrage bubbled up inside her. "You think _he's _victim!?" The words came out louder than she intended, but she didn't care. "Thousands of people brutally murdered in the streets and you think he's the one who's suffered? Because what, somebody called him what he really is?"

"You wanna know? Ask him. Or, if you prefer, you can stay an ignorant little kitty cat." _What? _He knew? How? Okay, from their conversation it would have been an easy guess that she was a Faunus, but not what kind. Had someone told him? Her friends would never out her knowingly, but Nora and Jaune did tend to say things without thinking. Alternatively, his squad was obviously working with Ozpin, but she couldn't think of a single reason why would the Headmaster have told them about her.

Clearly considering that to be the final word, Argos closed his eyes and leaned his head back again while Dom shook his head and returned to his knives. Ruby opened her mouth to say something, but a whisper in her ear from Weiss made it shut again. Blake shifted in her seat. She wanted to shake Yang, to tell her to stop staring at her like that. The rest of the trip passed in silence. It was a relief to escape the confines of the plane when they landed.

Watching the plane disappear heading back to the prison, Blake was about to suggest to her team that they return to Beacon when Argos' pocket started ringing. He fished out a scroll. "Yello? Ah, Professor Goodwitch. What is it?" He listened for a bit before letting out a sigh and rolling his eyes. "No worries, Professor. We know where to find him." Some more tinny words issued from the scroll. "Yes I know he's injured. This is just something he does." Another pause. "Don't worry. We'll keep an eye on him and make sure he doesn't overdo it." He ended the call and slid the scroll back into his pocket.

Argos turned to face Will and Dom. For just a moment Blake could see immense weariness in his expression, before it was gone. "Our esteemed leader is being a moron again. Will, find him and keep him from killing himself."

Will cocked his head in a silent question. Argos shrugged. "He just got his ass kicked. There's only one thing he'll be doing right now."

Will nodded and took off running. Argos waved at Dom. "Dom, I want to know everything there is to know about the guy they sprang."

Dom nodded acknowledgement. "And you?"

Argos sighed and ran a hand through his hair. "With San out of it, I'm next up in line. Which means I have to go answer for this shambles."

"Right." Dom surveyed the team quizzically. "What about you guys? What are you going to do after all this?"

"Ruby and I need showers, as soon as possible." Weiss was trying to project her usual aloof haughtiness, but she kept unconsciously rubbing at the red stains on her hands and sleeves. Some deep down, darkly cynical part of Blake crowed at that. _A Schnee who's actually uncomfortable with blood on her hands? That's a first. _Blake viciously squashed the thought. It was cruel, and more to the point, simply unfair. Weiss was different; she wasn't at all like the heartless and prejudiced officials of the Schnee Dust Company.

"I showered this morning, I don't need another one." Ruby was protesting. Weiss very noticeably rolled her eyes. "Yes, you do. Trust me on this one."

"But-" Ruby began, before Yang spoke over her. "Ruby, listen to your older sister and get washed up." It seemed the two of them were pointedly going to refrain from mentioning Ruby had bloodstains on most of her clothes. They blended in well with the red of her cloak, but you could still see them if you were looking for them. Dom glanced at a dark red blotch on his own hand. He clenched it into a fist with a grimace before giving them an obviously faked smile. "What about you two?"

"I need some food." Yang was clearly striking out for safer topics. "With all the excitement, we missed lunch." A growling stomach punctuated her point. Blake raised an eyebrow at Dom, who looked sheepish. "Yeah, I could go for some food too. Gotta get that Aura back up and all."

"You have work." Argos mentioned offhandedly, not bothering to turn and actually join the conversation. Dom glowered at his back.

"Hey Blake, what are you thinking?" Ruby asked. "We can all go get lunch together, if you want."

"Showers first." Weiss said testily. Blake moved to head off Ruby arguing. "Actually, I'm not feeling very hungry. I might just go take a walk, to help clear my head."

_You wanna know? Ask him. _Well, maybe she would.

* * *

Sanguin's shoulders heaved as he panted. His left hand shone with light and power, his right didn't so much as glimmer. Sanguin grit his teeth and pushed harder. His left blazed brighter and stronger. His right remained mere flesh and bone.

Sharp pain ripped through his shoulder, his left hand flickering and dying. He dropped to his knees and pressed a hand into his shoulder. The dampness on his fingers made him drop his eyes to the bandages there, now soaked through. He had felt the wound open up a few minutes ago, but it shouldn't have been bleeding that fast.

It didn't matter. He forced himself to his feet, more through determination than muscle. He prepared to try again, letting his power flow into his left hand. The Bloody Hand took shape, as much as an amorphous mass of energy could anyway. He focused on his right hand.

_Come find me again once you understand the true nature of our power. _Sanguin already understood, and had for years. The Bloody Hand, like other Semblances, was partially fueled by emotion. Unsurprisingly, the specific emotion that fueled the Hand was the desire to destroy. Not quite anger, which was a bit more nuanced, but close enough that it served in most cases. Which _should_ have been helping more, since Sanguin was absolutely furious right now. He could only recall one other time he'd been this angry before.

_"I finally understand why you did what you did."_

_"Oh? And why's that?"_

_"Faunus are vicious, stupid animals. The world would be better off if someone got rid of them all."_

_"Heh. Hahahahahaha. Oh dear boy, you don't understand at all."_

_"W-what?"_

_"I bear no special dislike for Faunus. I have no interest in seeing them wiped from the face of Vytal."_

_"But… But then _why!? _Why would you kill so many of them if you didn't hate them!?"_

_"Why not?"_

The memory burned. He snarled as a little more power bubbled up within him. The Hand burned brighter, but no matter how hard he focused, his right hand remained dormant. _How did that bastard do it? _

Pain in his hand made his concentration fall apart. The skin on his left hand was a raw red, in some places drops of blood were seeping out. _Damn._ It was simple to think of Semblances as single powers, but even those with only one apparent effect often had a host of assorted abilities. For the Bloody Hand, creating a field of highly destructive energy required the obvious secondary ability of shielding the user's hand from that energy. And when you overused the Hand, that secondary skill was the first thing to give.

Nothing for it. Sanguin leaned back against the training court's wall and fell to the floor in what was only a little too coordinated to be called a collapse. He'd have to wait a little now; trying to forcibly use the Bloody Hand like this would only result in his hand being devoured by his own power. He'll rest for a few moments, then get back to training. If that bastard could use their Semblance with both hands, then Sanguin, who hated him more than most people hated anything, could certainly get the hang of it too. He'd probably have it down already if his body wasn't failing him.

The wound Mortis had inflicted wasn't particularly deep. It was its length that was the real trouble. Stretching from his right shoulder to his left hip, almost any major movement by his arms aggravated the wound more. He'd already opened it up again, the blood now welling up through bandages soaked through with blood and sweat. At this rate, he'd drop from blood lose soon enough. Sanguin closed his eyes and concentrated. He gathered what was left of his Aura in his torso. It wouldn't be enough to heal such a large amount of damage, even at full power there was too much, but there might be enough Aura to get the wound to close up again.

Of course, expending his Aura in his chest meant he wouldn't be using it to prepare his hand for another round of training. Sanguin sighed explosively. The forced stillness was making his fury towards Mortis dwindle away and with it the energy his rage provided. His chest _really_ hurt. His hand ached from Semblance overuse. And his head was burning and throbbing. He really was a mess.

_A kitten could probably kill me right now. _He opened his eyes slowly, confirming what his ears had already told him. Walking across the practice court over to him was that freshman that had drawn on him; the one Argos said had cat ears under her bow. _And one just might._

"What do you want?" He asked her brusquely. She didn't say anything, just watched him pant on the ground. She hadn't actually drawn her weapon yet, but the tightness in her shoulders and hands suggest she wasn't far from doing so. Sanguin glared right back at her. He was _not _in the mood to deal with this bullshit right now.

"You here for revenge? Gonna kill me for some people who were dead before both of us were born?" Something flickered in her eyes, but Sanguin couldn't care less what she thought. "Well you can't. I'm won't die, not until I've gotten a little revenge of my own. So you can piss off until I've taken that old bastard's head off." Fatigue and frustration made him ramble. "I'll kill him with my own two hands, and tear his corpse into pieces. Anything else, and I won't be able to be certain he's dead."

A long silence greeted his words. Sanguin felt no desire to break it. If Miss Faunus wanted to stand there and stare, let her. He's dealt with far worse than some gawking. Though, if he wasn't being stubborn, he would have admitted her expression was more one of careful consideration than it was one of scorn.

"You… are rather fixated on killing your grandfather." Was her first contribution to the conversation.

"Picked up on that, did you?" Sanguin commented drily.

"Why?"

He stared at her like she had grown a second head. "Why? Why do you _think_?" His voice was rose, the dying anger being roused again as memories reared their heads. "People have been giving my family shit for years because of that bastard. Whose fault was it that someone threw acid in my grandmother's face? Whose fault was it that the White Fang got my father fired by picketing his work? Whose fault was it that they burned our house to the ground _with us inside it_?" He didn't give her a chance to answer. "His. All of it, everything, was because of that bastard. I lost everything because he got bored one day and decided to entertain himself with some mass murder. And I'm going to kill him for it."

Suddenly he was sick of talking. With a grunt he pushed himself off the ground and turned his back on her. Ignoring the pain in his chest and the throbbing in his head, he held out his hands and concentrated. Flickers of red light danced over his left hand's fingers. Pain exploded behind his eyes as he tried to force out more energy than his body had left. San snarled and kept pushing. The pressure built up inside his skull until his mind felt like it was going to break. Finally, against his will, the light faded away.

He managed to stay standing for a few more moments, before collapsing forward on the ground.

Blake looked over the prone man. He wasn't moving, something she attributed to the slowly growing red stain underneath him. It would be absurdly easy to reach down with Gambol Shroud and make that stain a great deal larger. Or even just ignoring him would have the same result.

She glanced around the practice court. Sanguin had picked the isolated court near the edge of Beacon's grounds. It let him practice his unsavory Semblance in private but had the side effect of no one being likely to find him here. Blake herself had only been able to track him down by wandering the grounds until she was close enough to hear his voice with her better-than-average hearing. The high stone walls kept anyone from seeing in people weren't likely to wander this far out for no reason. If she left Sanguin to expire, or helped him along, there was a decent chance no one would ever know she had even been there.

Sighing, she bent down and pulled one of his arms over her shoulder. She rose and slowly shuffled under his weight over to the entrance. As she crossed the threshold, the weight suddenly lightened. Blake turned her head to see Will under Sanguin's other arm. She flushed, now aware that he had likely been watching her the whole time. "Don't get the wrong idea." She warned. "It's just that if I let him die in front of me I'd be no better than they are."

Will stayed silent, his eyes filled with quiet understanding. He bent and swept an arm under Sanguin's dangling legs, scooping his teammate up. He nodded once at her and was gone in a swirl of air. Blake watched him go, suddenly uncertain.

"Hey Blake!" Her teammates were walking along the path towards her. Yang waved again. "What are you doing all the way out here?"

Blake shelved her concerns for later. "Just… trying to think. What's up?"

"We were going to get something to eat, finally." Yang said. "You should come with."

"Or do you want to stay out here by yourself?" Ruby asked. Blake could see the poorly masked concern on her leader's face. She was reminded of the rut she had gotten into chasing Torchwick, and Yang's lecture on that topic.

"No, I'm good. Let's go eat."

* * *

"That's about the long and short of it. Given the ease with which Phantom was able to circumvent the prison's various security systems, I'd say their plan all along was to get someone on the inside to spring our mystery prisoner." Argos knew full well that Ozpin knew who Morgan had broken out; if he wasn't going to offer, Argos wasn't going to ask.

They were alone in Ozpin's office, the midday sun illuminating Vale's skyline visible through the floor to ceiling window. Argos was somewhat surprised not to see Goodwitch here, the blonde teacher having been present for every other meeting between Ozpin and Shadow squad. Perhaps she was busy elsewhere. Ozpin's right hand probably had a lot to do after the fiasco at the prison.

"So it would seem." Ozpin's thoughts were unreadable behind his neutral expression. "Assuming they didn't intend to free Mortis from the beginning."

Argos shook his head. Sure, Mordred probably wouldn't have had any strong objections, but Lance would have never stood for it. Before maybe, but after Arthur's influence… Dark, suspicious thoughts rolled through his mind. "I doubt that, it's not like them at all." He said, more to banish his own thoughts than Ozpin's. "Morgan, like many other students at Umbra, was always scared of San. She probably released Mortis just to put someone capable of stopping San in his path. Besides which, what would freeing Mortis accomplish for them? These aren't some anti-Faunus fanatics who want a figurehead leader."

"Mmm." Ozpin didn't appear to have been listening. He looked lost in thought, staring past Argos' shoulder. Argos coughed quietly. "Uh, sir?"

"Ah, yes?"

"Have we learned anything about other the prisoner that has escaped?" Ozpin eyed him levelly, assessing him. Argos was fine with that, he happened to be a master in that particular area. He blinked, the flash image on Ozpin's Aura burning itself over the headmaster's body, slowly evaporating as Argos allowed his Semblance to drain out of his eyes.

"His name is Frank Daedalus. Incarcerated for murder." Argos was surprised, that was more than he expected to get. Ozpin continued. "So far, there's nothing to suggest he would be useful to a gang of criminals."

"Could he have arranged this all somehow?"

"Unlikely. His arrest marked the first criminal act of his life."

_What the hell did he do to be put in Max Security for only one offense? _Argos arched an eyebrow. "That we know of."

He managed to get half a smirk on Ozpin's face. "Indeed. Vale's police will be looking for any possible criminal links that they may have overlooked during the initial arrest." He steepled his fingers and eyed Argos over the tops of them. "What do you intend to do now?"

Argos shrugged. "We're going to get back to basics." Ozpin said nothing, a silent invitation to continue. "We're Huntsmen. Phantom are prey." Argos waved a hand at the scenery beyond the window. "They're out in that city somewhere, or they were. We'll search until we find a trail and follow it until we find them."

"Are you sure your entire team is up to such a task?" They both knew who Ozpin was referring to.

"No." With his wounds, San wasn't going to be doing much of anything for a few days. "Actually, I have a favor to ask."

"Oh? And what might that be?" That curiousity might very well be the only legitimate emotion he had shown Argos.

"Let San stay on Beacon's grounds." Something flashed in Ozpin's eyes and he leaned back slowly. "The way he is, he'll just run off to train himself the second he can stand. If he's only in Beacon's infirmary, that'll at least be less distance for him to have to walk. And if he's close he'll be able to crawl back when he pushes himself too hard."

"Of course." Well _that _was unexpected, especially after certain revelations. He had expected much more resistance on that front. Ozpin smiled slightly at Argos' expression. "Eight years ago, I attended a conference in Atlas for Huntsmen and Huntresses from all over the world. I expected the usual debates with my colleagues, your headmistress in particular. I certainly wasn't expecting an act of arson nearby to leave a young boy an orphan." Argos knew the story then, and wondered what Ozpin was getting at.

"He seemed numb at what had happened, not at all surprising for a thirteen year old who had just lost everything, and he asked that he be allowed to speak to his only remaining relative. Given the circumstances, I considered it an unwise idea but did what I could to get the two of them together."

"I'd always wondered how San had gotten permission to enter one of the highest security prison wings on the planet." Argos mused. "So that was your doing then."

"Indeed." Ozpin looked a shade reproachfully at him for the interruption. "I remember very clearly young Sanguin violently swearing to take his revenge on his grandfather."

So he'll keep San alive so he can kill Mortis for him. That's fine, San wouldn't have it any other way if he had a say in the matter anyway. Argos sighed quietly. He needed a nap, a hot meal, and a squad captain who was bodily sound. The latter may be unavailable, but he could still snag the first two. He made his excuses, left Ozpin's office, and made his way to the cafeteria. It was after the lunch rush so it was mostly empty. He spotted the members of Team RWBY eating and talking and was about to join them when he saw Dom sitting alone, engrossed in his scroll with a pair of laden trays in front of him.

Dom didn't look up as Argos sat down, just slid a tray over, Argos' thanks muffled by a bite of a sandwich. "How'd it go?" Dom asked.

Argos swallowed. "I got a name and not much else."

"Dr. Frank Daedalus." Dom said matter-of-factly. Argos raised an eyebrow. "You hacked the prison records?" Dom gave him a look that said their usual banter wasn't going to be happening for the foreseeable future. Argos huffed with mock indignation. "Let's hear it then."

"Right. Dr. Frank Daedalus, age 54, unmarried and with no close relatives. Worked for Azoth industries in their R&amp;D department. No criminal activity beyond parking tickets until about eight months ago, when he was convicted and sentenced to life in prison for detonating a series of explosives in his workplace, taking out a couple floors and killing 63 people."

Argos' brow wrinkled. Fifty year old scientists don't just start blowing people to hell for no reason. "Why?"

Dom shrugged. "No one knows and he's not saying. The going assumption is some dispute or grudge with a coworker or the company. Azoth had been hurting for a while and after Daedalus turned their R&amp;D department into a pile of ash the company folded little over a month later."

"Is there anything that would make Phantom want him?"

"Nothing I can find. He was a R&amp;D guy, so maybe he designed something they want?"

"Hmm. You have his former address?"

"And the locations of a few other places he used to work at and frequent." Enough to get started on, especially if he really was behind this from the beginning. Argos turned his attention to his meal. He needed some thinking time and eating spared him having to talk. Dom was fine with that, shoveling food into his mouth just slow enough to not be spraying. They ate in silence, more to get fuel for their bodies than to actually have a meal. Argos swallowed the last bite of his sandwich and brushed his hands clean against each other. He had to pull the trigger on this one. With San out of commission, it was his responsibility.

"Where's Will?" Argos asked, done stalling.

"He's with San, brought him in after he collapsed." Dom was piling up the trash on his tray. He knew it was time.

"Call him up and tell him we're moving out in fifteen." Argos straightened up and began to speak clearly and distinctly. "Only the three of us. Those that are inexperienced and unprepared are staying here and not getting involved."

Dom looked at him like he was crazy and went to return his tray, already calling Will on his scroll. Argos followed him, pointedly not looking at Blake and the other freshmen. She got the message, whether she listened or not was up to her.

He had a hunt to get to.

* * *

AN: The whole emotions fuel Semblances is what I think is happening when Yang gets mad and flares up. I just expanded that concept into high level fighters trying to intentionally manipulate their own emotions to use their Semblance at higher efficiencies. As for the exact mechanics of it all, Mortis can generate enough energy to cover both of his hands because he is essentially a psychopath who loves to break, hurt, and destroy things. Sanguin is too levelheaded to indulge in gleeful wanton destruction, so he can't do that. On the other hand, that composure lets him use their Semblance in ways Mortis can't, such as throwing the energy or using it on only one finger to slice open a lock.


	9. Chapter 8

**Chapter 8**

Lance had been watching for it, but even so he barely saw the fist as it smashed into his face. He didn't remember falling but since he was crumpled on the floor he must have. Morgan was slumped against the wall groaning beside him. Lance had more or less taken the hit, but he knew she had tried to stop it and failed. Morgan wasn't the sort to accept punishment easily.

Guardian scowled at them, his hands still clenched into fists. "What the goddamn hell were you thinking!? How could you possibly think freeing _Mortis Manus _would be a good idea!?"

Lance winched. Not from the pain or words, not entirely anyway, but the walls of the apartment they were using as a safe house weren't particularly thick. He wasn't sure what would be worse, the neighbors overhearing them or Mortis, who was in the apartment's living room with Mordred watching him. Or even Dr. Daedalus, who was in another of the apartment's bedrooms, being guarded by a pair of clones.

Morgan was struggling to her feet, one hand cupped around her swollen face. "I had good reasons."

Guardian scoffed. "Let me guess, you needed a bit more muscle to make your escape, despite you expressly telling us you would be fine on your own."

"Er, well, yeah." Morgan said, momentarily wrong-footed. Guardian continued.

"Which doesn't explain why, well after you were gone, you chose not to leave him to be recaptured or killed in the struggle. Instead, you jeopardized the entire operation by going back to save a psychotic mass murderer!" His voice gradually rose throughout the sentence. By the end he was again shouting.

This was probably the angriest Lance had ever seen Guardian. Which wasn't saying all that much, he'd only met the man face to face around ten times.

Guardian had approached them slowly, first through anonymous messages sent to Arthur. Arthur had shown them all the unnamed emails asking if they were willing to do what was necessary for the sake of the world. When they had expressed an interest in what he meant by that, the messages continued. After a while, he had trusted them with a sobriquet, Guardian. Finally, after months of dancing around speaking in vague terms and doublespeak phrases, he had agreed to meet them. They were scheduled for a mission in the wilds and he joined them on their hunt.

And after finally seeing his face, Lance had understood his desire for secrecy.

"I was the one who made that decision." Lance said, standing up for Morgan. He spoke quietly, wary of the ears on the other side of the wall. "I did not intend to leave something this important to chance. Considering he had already defeated San by the time we arrived, there was no guarantee the authorities could have subdued him. Better that he be with us where we can keep an eye on him than running wild."

Guardian slowly turned to face him. "If your intent was to ensure that Mortis didn't become an unchecked threat, _why is he still alive?_ Why did you bring him here instead of putting a spear through him the instant his back was turned?"

_Because he scares the hell out of me and I didn't think it would work. _Was one answer, though not one Guardian would probably accept. Lance nudged Morgan, who fidgeted. It had been her idea at the time, she could say it. Guardian saw the movement and raised an eyebrow.

"Well…" Morgan began slowly. "It occurred to me that there's really no one better suited to be a member of the chorus, is there?"

Guardian was silent for a long time. He absently looked out the small window in the apartment, deep in thought. The silence stretched on, and Lance was uncomfortably aware Guardian could kill them both before he could even lift his spear, even if he had it, which he didn't. Lance strongly doubted it would come to that, but if Guardian felt he needed to do damage control…

Finally, he looked back to them. "You have a point there. It would certainly be poetic, that."

"So you're going to let him live for now?" Morgan asked cautiously, half sounding like she wanted him to say no.

"Maybe." Guardian nodded, then his face darkened. "Before I decide, I want to speak with him."

"If you want." Lance opened the door and led them down the hall. As they approached the living room, he could hear a voice.

"Getting enough men to do the job was easy, really. The story that gets told is that I rounded up some of the most depraved, violent people I could find for the Massacre, but that couldn't be farther from the truth. Anti-Faunus sentiments were running so high in Atlas in those days even if I had done nothing there was almost certainly going to be some large scale violence at Menagerie. All I really did was put my name out there as someone willing to take action and I was flooded with people wanting to join my cause. I imagine the truth, that there were hundreds willing to slaughter rather than one grand demon would have spoiled the narrative."

Mortis was sitting across from Mordred, punctuating his words with expansive gestures. Mordred was listening with an expression of polite interest. Given the subject matter it wouldn't have surprised Lance if he had tuned the older man out.

It seemed, however, that he was paying attention. "That doesn't really explain why you bother in the first place, however."

Mortis smiled, his eyes glittering with mirth. "This might surprise you, but I happen to like killing. It's the one action someone can take that cannot be undone, ever. That fills the act with immense weight and importance. When you killed whoever you did, did you not appreciate the finality of your actions?"

Mordred raised an eyebrow at that, a much calmer reaction than Lance would have had at being accused of murder. "I've never killed anyone." None of them had, except Arthur after a mission gone bad forced his hand. Even so much as mentioning it was guaranteed to make him depressed.

Mortis chuckled, his laughter filled with surprisingly genuine warmth. Lance was beginning to get unnerved by all this. He had been expecting a screaming psychopath, but instead Mortis was smooth, eloquent. Were it not for the subject matter, it felt like a grandfather trying to dispense some worldly wisdom to them.

"You can deny it if you like. I can tell when someone has ended a life. You have, and so has that one, who's given your friends those shiners." Lance unconsciously raised a hand to gently touch his swelling eye socket and glanced up at Guardian, who was examining the older man with a dark expression. Mortis ignored the glare. "Truth be told, when it comes to how people face their deaths I prefer them to go down swinging. To bet your entire being on your strength and prowess is the ultimate gamble. Win or lose, I cannot help but respect such people. Of course, it's more fun for me if they can keep up for a while."

Guardian stepped forward into Mortis' view. "Can you provide a single reason why I should not kill you here and now?" He asked the question in a conversational tone, but his hands were held apart from his sides, ready to drawn up into an attacking stance at a moment's notice. Even barehanded, a man like Guardian could land a killing blow in a second. Mortis folded his arms, a clear sign of his lack of concern.

"Your little group is my grandson's enemy, no? That means he will come to kill you sooner or later."

"Your point?"

Mortis smirked. "Only a Manus can kill another Manus. It's in your best interest to keep me around until there isn't one hunting you." Not that you could kill me anyway, his expression said.

"And until then we'll just ignore you 'entertaining' yourself?" Guardian asked, disbelief clear in his voice. "Not a chance." He hadn't gone for the old man's throat yet though, so it seemed he saw some truth to what Mortis was saying. Lance half wanted to kill the man on the spot, half wanted to hear what he had to say. _I suppose that's how he talked several hundred people into committing mass murder._ The man had charisma, you couldn't deny.

Mortis sighed theatrically. "You misunderstand me. Menagerie was a learning experience for me, you see." He looked at Guardian with an odd look of melancholy on his face. "Quality trumps quantity. An important lesson."

Mortis stood and stretched. Guardian's eyes tracked the movement, hands shifting just so. Mortis pointedly glanced at them then turned away, heading for the kitchen. He was either incredibly confident or an absolute idiot. _Amazing how those two overlap. _Lance mused.

"I will wait patiently for my grandson to recover from the wound I gave him and mature some." Mortis announced. "He requires more time to reach the true depths of our family's power. If I were to go on a killing spree, he would pursue me instead of seeking that power."

"If you're so eager to fight him, why'd you rip him open the first time you fought?" Mordred asked, his voice curious. There was something in his face that Lance didn't like, but what it was he couldn't say. "Wouldn't gaping wounds slow keep him from 'maturing' like you want him to?"

Mortis turned back to face him, a shadow of a smile playing on his lips. "He left himself open. As his grandfather I needed to teach what a grievous error that was."

"So," Guardian began, in the tone of someone who's trying very hard to not lose his temper. "You're just going to lay around here until you feel like taking a shot at your grandson again?"

"I intended to pass the time by seeing how the world has changed in the forty years I've been imprisoned. And there is a certain trick I was going to try to get the hang off." Mortis said as he disappeared into the kitchen. Guardian stared after him, his gaze burning a hole in the wall.

"What do you think?" He asked quietly.

"I like him." Mordred said. At the looks on their faces, he hastily corrected himself. "I mean, I like having someone like him on our side. Anyone who can put Sanguin on the floor is someone useful."

Guardian glowered, unconvinced. Lance took a moment to marshal his thoughts. "I get the feeling he's telling the truth, at least for now. And Morgan wasn't wrong when she said he belonged in the chorus."

"True." The admission clearly cost Guardian. "We'll need to keep an eye on him at all times. Preferably two, if we can spare them."

Lance nodded. "Agreed. My clones can handle everything except for open battle." With Mordred, Morgan, and his real body present, even Mortis Manus would have a hard time defeating them all. Or so he hoped.

"Good thinking." Guardian began to dispense orders, his mind elsewhere. "You're sleeping in shifts from now on; someone is going to be awake at all times. Lance, send a clone to our contacts. Now that we have the doctor we need to get to move quickly. Impress upon them the need to have everything prepared as fast as possible." He strode to the door. "The hammer _will_ drop on us soon. We must be ready before that."

"We will be." Morgan said, cracking her knuckles for emphasis. Guardian paused in the doorway.

"Be careful." And then he was gone.

oOoOoOoOo

Blake sighed, the quiet noise sounding thunderous in the silence of the computer lab, and stretched. She'd run into yet another dead end, wasted more time on a fruitless search. She'd been in here for hours, diving through databases and old news reports, with only a pair of names as her guide. So far, all roads had led back to the same story. A scientist who snapped one day and blew up his workplace and a company that had collapsed months ago.

There was something hidden there, she knew. She could see its shape through the trees; glimpse its shadow from time to time. Whatever Daedalus had been working on for Azoth, it was a hell of a secret. He worked for them for the better part of two years, yet there wasn't the slightest hint anywhere as to what he had been doing. R&amp;D sure, but even during its waning days Azoth had a wide range of products. The man's personal history was no help either. He had degrees in biology, chemistry, engineering. He had previously done robotics work, programed software, done studies into the nature of Semblances.

Blake plopped her head onto her arms and groaned. This was the best lead she had, and she had nothing. She knew little about the members of Phantom squad beyond their names and city of origin, which told her little and less about where to find them here in Vale. They wanted Dust or money, which was why they tried to kidnap Weiss, and they wanted the doctor for… something.

Mortis Manus was even worse. He had been in prison for over forty years. He had no connections on the outside, no old friends or acquaintances he could be found with. His only living relative had sworn to see him dead. He was just one man somewhere in a city of thousands. Granted, it was likely he'd reveal himself whenever he decided to continue his slaughter of Faunus. But she couldn't, _wouldn't _just wait for that to happen. She had to find him before that point.

The only link she had to Mortis was Phantom, and the only link she had to them was Dr. Daedalus. Find him to find them to find Mortis. A three step chain with no guarantee that any step will lead to the next one. And she only had a pair of weak leads to the first one.

She stood and left the empty lab. If she wanted answers, she wasn't going to get them staring at a computer screen. This situation demanded legwork.

She walked through Beacon's halls on autopilot, her mind chasing what-ifs and hypotheticals. With a start, she realized her feet hadn't taken her to her room but rather the open air balcony on one of the building's roofs. That was fine; she could use some fresh air after being cooped up for… she glanced at her scroll, four hours? No wonder she was tired.

The sky was dark outside, the stars glimmering against the black backdrop. The moon was wounded tonight, the broken pieces hanging loosely near the rest of the surface. She had always liked watching the moon, it had such a calming effect. She sat on the edge, her legs dangling over the drop and tried to relax. Obsessing about what Mortis might be doing now wouldn't help anything, only impede her critical thinking.

After a while, the door opened behind her. Blake glanced over her shoulder to see her teammates. She sighed. Better to get this over with now rather than have to deal with it later.

"I know what you're going to say, and I don't want to hear it." Yang frowned at Blake's words and started towards her.

"I'm not about to just ignore what's been going on." Yang set her mouth and kept on walking.

"If you think I can let someone like Mortis Manus walk freely, you don't know me very well." Blake kept talking, unnerved by her partner's silence. Yang finally stopped within arm's reach of Blake.

"What-" Blake began, only to be cut off when Yang reached up and flicked her between the eyes. Blake winced, bringing a hand to her stinging forehead. Yang could really pack a lot of power into her fingers, it seemed. She could fit even more into her hands, as the fist that clonked Blake on the top of her head testified.

"Ow!" Blake rubbed her bruised cranium. "What was that for?"

"You idiot." Yang said by way of a response. "We're not here to talk you out of anything. We're here to join you."

"Duh." Ruby said, like she was explaining something abundantly obvious. Weiss glanced from her partner to Yang, her face incredulous.

"It's not like we could talk you out of this if we wanted." Yang continued. "You get kinda obsessed with things like this."

Before Blake could reply, Weiss exploded. "Wait just one second! What do you mean we're going to be helping her? I thought we were going to convince her to drop this, not encourage her."

"You don't think something needs to be done about the mass murderer on the loose?" Blake asked archly. Weiss folded her arms and stamped her foot, irritation clear in her eyes. "Not by _us._" She said. "There are dozens of people better qualified to handle this situation than us. You have no business acting like you're the only person who cares about this."

"You don't seem to care all that much right now." Blake fired back, regretting the words even as she said them. She knew the Schnee heiress cared; she just had too much faith in authority figures. It was a marker of their different upbringings. Weiss, raised in the privileged lap of luxury, was accustomed to immediate action by the authorities whenever there was trouble. Blake, whose upbringing was more… destitute, appreciated the value of vigilante action.

"I do care." Weiss said, sounding offended Blake would even suggest otherwise. Which was fair, Blake had to concede. "I just care about your life more. You're talking about trying to chase down one of the most deadly men on the planet. Sanguin beat us while holding back, and you want to pick a fight with someone who's better than he is? You're so wrapped up in thinking someone has to do something right now you're ignoring the risks involved."

"I realize there are risks involved, believe me." Blake said softly, aware she didn't have any cards other than this one. If this didn't convince Weiss, she was out of luck. "I'm fully aware of what Mortis Manus can do. It's just that, instead of ignoring the danger, I've already considered it and made my choice. This is important enough for me to put my life on the line for, that's all there is to it."

"Same for us." Yang said, with Ruby nodding. Blake was reassured by the solidarity and looked Weiss in the eye. "If you disagree, that's fine. There's no shame in not wanting to die. But I have made my decision. You need to make yours. Are you with us or not?"

Weiss was quiet for a long time, conflicting emotions playing across her face. Finally she spoke. "I think a group of freshmen trying to take on a group of criminals older, stronger, and more ruthless than them is beyond moronic. The chances of you guys dying without accomplishing anything are far greater than you actually succeeding." She sighed. "But, if you're going to go, then someone has to be the voice of reason. Since the three of you are idiots, that has to be me than." Typical Weiss, Blake smiled. Finding a reason to not have to admit she changed her mind.

"Well said." Blake whirled around to see a man watching them from the corner where the balcony met the wall. From there, his gray jacket and pants almost made him invisible against the similarly colored wall. She had had no idea anyone was there, she hadn't even heard him arrive.

He had the look of a warrior about him. He had the build for it, muscular and tall. He had the quiet confidence, the unconcerned way he stood right next to a several story drop. Under his jacket, Blake could make out knives or some other sort of short stabbing weapon.

But the real indicator of his prowess was the way Blake's instincts started screaming warnings at her. _Be careful. _They said. _This man is dangerous._

"Who are you?" She asked, trying to fight the animalistic urge to snarl at him.

"Oh my god." Ruby said, sounding awestruck. "Are- are you Theron Samia?" Blake looked at her leader, confused. She knew this man?

The man smiled warmly. "I am indeed."

Ruby began to frantically pat her pockets. "Can I- argh, I don't have anything for you to sign. Just wait like, one second." She turned to dart inside; Blake forestalled her with a raised hand. "Ruby, who is this?"

Ruby looked at her incredulously. "He's _Theron Samia. _He's like the best Huntsman in the world. He's only ever gone on missions solo because he's never needed teammates. He set the record for surviving in the Night Lands. He's been on the cover of Huntsman Monthly _four_ times."

"That's quite the list of accomplishments." Blake said. Theron ran a hand through his hair smiling self-consciously. "Indeed. Some of it's even true."

"So what do you want? Or did you just come here for us to praise you?" Blake's words were a little sharper than she intended.

Her teammates noticed. "Blake, don't be rude." Ruby half whispered half hissed at her.

"I was here to speak to Professor Ozpin, but he's not in right now." Theron said, pretending not to notice the exchange, or her tone. He shrugged. "I was just passing by and happened to overhear." His gaze swept over each of them in turn. "How old are you all?" He asked suddenly.

"We're, uh, freshmen." Ruby said, obviously not wanting to admit she was fifteen. Blake always found it odd that she didn't like disclosing her true age to people. In her mind, Ruby was all the more impressive for entering Beacon two years younger than most people.

"Ah." Theron stared out into the night air, his eyes not focused on anything. "I remember being seventeen." He said softly. "I was convinced I was important. That I was going to make a change, or do some grand display of heroism or even save the world." He turned back to face them. His earlier cheerfulness had fled his face. "One of the hardest things everyone has to learn is that they truly aren't special."

"Hang on, I thought you were like a super Huntsman." Yang said quizzically. Theron glanced over at her. "I am. But even so, I could not keep my friends from dying, or save a certain village from Grimm, or prevent any of the dozen tragedies I've witnessed. Despite all my dreams, reality was and is cruel."

So just because he thought he could do things didn't mean he could. Blake understood what he was leading to. "You're going to tell us to just ignore what's going on. To let evil people do as they please because we might get hurt."

"No."

"Eh?" Blake said, caught off guard. Theron looked back at her, folding his arms and tilting his head. "If I did, would you listen?" The look he gave her said he knew full well they would not. "Some things must be experienced to be learned. The only advice I would give you all is to be careful. The real world is not as forgiving as the classroom."

"We know." Yang said, indignant at being talked down to. "We're not sheltered little girls or anything. We've fought serious enemies before."

"You only need to be unlucky once." Theron retorted, not unkindly. "At any rate, I doubt there will be much for you to do. My current mission is to find the same individuals you seek; I doubt you will be able to get into too much trouble before I have rounded them all up." He spoke with the easy confidence of the truly skilled.

Yang disagreed. "Oho! Somebody likes to talk big; thinking the one of you is going to do better than all four of us."

"Yang, he's a full-fledged Huntsman with years of experience. We're first year students." Weiss explained with that strained patient tone she used so often. "If anything, thinking we could outdo him is arrogant."

"Perhaps, perhaps not." Theron said, smiling slightly again. "I get the feeling you might end up surprising me." He tilted his head, as if something had just occurred to him. "Hmm, could I see your scroll?" He asked, walking to within arm's reach of Blake. She, unable to think of a reason to refuse, shrugged and pulled it out of her pocket. He took it from her hand and began to type.

"If you should find something important or get in over your heads," Theron said as his fingers danced over the screen. "Contact me and I'll be there as soon as I can." He handed the scroll back and Blake looked over the new entry in her contact list.

"We will." Weiss promised, Ruby nodding in agreement next to her. Theron looked like he was going to say something else when his own scroll beeped. He held it up to his ear for a moment, his genial expression souring like curdled milk. "Understood." Was all he said before sliding it away again. He turned back to them, smiling again but obviously forced. "I have to be going. Good fortune on your hunt and may you find your prey before it finds you." He walked over to the edge, stepped out into empty air, and dropped out of sight.

"Well, he was… interesting." Yang said with her usual amount of tact. "What was all that about calling him?"

"He said he's seen his friends, who were probably hunters too, die." Weiss explained. "I doubt he wants to see us follow them. He's giving us the freedom to act while providing a safety net if things go wrong."

Blake wasn't sure she agreed with that. There was something about that man that she didn't trust. It was going to take one hell of a mishap to get her to call him for help.

"So what's our plan?" Weiss asked. "Or do we have one beyond 'find four people in a city of hundreds of thousands'?"

"Oh, so now it's _our _plan, is it?" Yang asked with a sly grin. "What happened to you only going along to keep us out of trouble?"

Weiss huffed. "If I'm going to be dragged along on this, I'm going to make sure we're actually being effective about it."

"We will be." Blake said. She took a second to banish suspicious thoughts and focused on the matter at hand. "According to Dom, the prisoner Phantom freed other than Mortis was Dr. Frank Daedalus. Whatever they wanted, I'm betting it had to do with something he was working on."

"Which is?" Weiss asked.

Blake suppressed a flicker of irritation at the interruption. "As I was about to say, whatever it was was considered a corporate secret. The only thing I can find as a matter of public knowledge was that he was employed at Azoth Industries for almost two years, but not so much as a whisper of what he was actually doing there."

"So that's a dead end then?" Ruby asked.

"Not necessarily. I did a bit of research and found that Azoth Industries was bought out by the Schnee Dust Company. They'll probably have hung on to the corporate files, including things like the project files for whatever Daedalus was working on."

"So if we want to know what Phantom is up to…" Yang began.

"We need to get into the SDC corporate files." Her sister finished. In unison, their heads turned to face Weiss. The heiress sighed and shook her head. "So after all that talk about how we each have to make our own choices, your plan all along entirely depends on me." She gave Blake a wry look. "Nice."

"It's not entirely on you." Blake protested. It _would_ have been, but she had lucked out with a certain lead. "One of Daedalus' coworkers at Azoth is living in the city right now. He might know something too. If he doesn't, the files might tell us something. If the files are no help, he might have something we can use."

"Worth a shot." Yang agreed. She glanced at her sister. "How do you want to do this, Ruby?"

Their leader stood deep in thought for a few seconds. "Well, there are two objectives so we should split into pairs and get them both at the same time. Weiss needs to be the one to get the files. So, she and I will do that while the two of you talk to the coworker guy. Sound good?"

"I have no objections." Weiss said stiffly. She wasn't a fan of having to use her family's influence, Blake knew. Blake herself wasn't thrilled at having to rely on the SDC but it was necessary for right now.

_To stop Mortis Manus, I'd join the White Fang again if I had to. _It wouldn't come to that. She hoped.


	10. Chapter 9

**Chapter 9**

"Er, um, what was your name again?"

Isaac had paused in the middle of rinsing out a kettle to peer owlishly at them through his oversized spectacles. He was almost comically stereotypical, an unshaven late twenties grad student who lived in a filthy apparent and was clearly not used to talking to people. Especially two young, and Blake was fairly certain she could say this objectively, attractive women. His distraction was palpable. He'd already asked their names twice and had dropped that kettle three times while preparing some tea. In other circumstances, Blake would have been torn between amusement and pity.

In _these_ particular circumstances, however, she was having to keep from snapping at him. Isaac Kelper was one of the few people who had worked at Azoth alongside Dr. Daedalus that was still alive. He had survived the bombing of the Azoth offices by not being there; Isaac had been let go a few months prior to the fateful incident. As he dropped the damp coffeepot on his foot yet again, Blake didn't need to guess why. Yang gave Blake a look that screamed 'this is your idea of a reliable source of information?' Blake responded by knocking Yang's feet off the table.

She and Yang had come here to try to grill him for information, but they were playing their cards close to the chest for the moment. If there really was some big secret, outright asking for it might make him clam up. Not that they getting much out of him anyway, other than stammers.

"I'm Blake, this is Yang." Blake gestured to her partner, who was lounging on the couch like she owned it. "We're students at Beacon who were going to a current events report on the recent prison break." She reminded him.

"I wouldn't know anything about that." Isaac said as he bustled with the kettle. "I don't pay much attention to current events. I hadn't even heard about the break out until you told me."

_Yes, that's what's making this difficult. _"But surely you could tell us a little about the man responsible for the prison break, Dr. Daedalus. I believe you used to work with him?" Blake pressed, reaching for answers. It was one thing to not be to blunt about their aim, but at this rate they'd be there all day.

"Hardly." Isaac scoffed. "We may have worked in the same lab, but I hardly ever saw the man. It was an office of a hundred people and his work was a bit above my pay grade."

"What work was that?" Blake asked, trying to mask her interest. She'd never expected they would get such a natural segue into what they were there for.

Isaac opened his mouth to continue, then jumped as the coffee maker dinged. Mumbling excuse me's he left for the kitchen. Blake's hand involuntarily wringed the air as if it were his neck. Yang sighed as they heard a yelp from the kitchen. "Did we even ask for coffee?"

"I think he was making some for himself." Blake replied, quietly. Sound traveled farther than you'd think, she knew that better than anyone.

"Well, he's got some now." Yang said tartly. Sure enough, when Isaac returned with three coffee mugs there was a noticeable brown stain on his shirt.

"Ah, here you go." He handed them both a mug. Blake noted the lack of cream or sugars and wondered if he was being cheap or just forgot. "Now, where was I?"

"You were talking about Dr. Daedalus' work." Yang said a touch testily. Blake tried to flash her a warning glance without being to noticeable. Fortunately, Isaac didn't seem to notice. "Oh, yeah. Well, it was all very hush-hush and I wasn't exactly in the loop on a lot of it, but what I heard through the grapevine was that we were working on a supplement."

"A supplement?" Blake asked. She'd been expecting something more… dynamic, to be honest. Sure, Azoth had been involved in pharmaceuticals, but they had also sold robotics and engines.

"Yeah. For athletes and such. Well, actually, probably more for soldiers. Athletes aren't really allowed that kind of thing."

Yang folded her arms. "You make it sound like steroids."

"I suppose it kind of was." Isaac conceded. He awkwardly glanced between the two of them, realizing what he was admitting to working on. "But, the idea was a steroid with none of the drawbacks. One that would have no negative side effects."

"Hmm." Blake mulled that over. It would certainly be a valuable product, perhaps valuable enough to pull Azoth out of its financial hole back then. Something worth keeping a secret, at least. "Well, I think we have enough for our report, so we should get going."

Blake stood to leave. Yang poorly masked her delight. Isaac glanced at the still full coffee cups and sighed, clearly realizing what they were here for. He pointedly glanced at the hilt of Gambol Shroud rising up over her shoulder. "Good luck with your… project."

* * *

Not for the first time, Argos fumed about their uniforms.

While most major Hunting Academies had some form of official uniform, Umbra was one of the few that required it be worn the majority of the time, and especially when in combat. It was a pretty impressive set of clothing, to be sure. They used microwoven steel fibers or something like that to create armored sections that were lightweight but could take the kind of punishment metal plates could. It gave the protection of a full suit of armor with none of the drawbacks; like extra weight or impaired mobility. The uniform was a marvel of modern technology and physical proof the Nox's civil infrastructure gave perhaps a bit too much funding to Umbra. And every stitch of it was black.

Contrary to what popular depictions of ninjas would tell you, black was a terrible color for people trying to be stealthy. Black stood out against everything except more black, and pure black surfaces were in short supply in any sort of environment. Gray was better in an urban environment, greens and browns out in the wilderness. The only situations where wearing black wouldn't give you away were when it was completely dark, and at that point any color would work fine.

But no, they had to wear black. Because Woden took the whole Nox-night Umbra-shadow thing so damn seriously. Argos glanced at the alley Dom was waiting in. The Nox native would probably provide some explanation at how the patriotic display was so important to Noxians, but Argos drew the line at said patriotism influencing the design of their combat gear.

_Granted, if we were really concerned about stealth _now, _we wouldn't be doing a break-in at three in the afternoon._

Speaking of which, he might as well get the ball rolling. He took a deep breath, closing his eyes and letting his Aura pool in his face. Unlike blink checking a person's Aura levels, active, long term scanning through a barrier like brick walls required a hefty sum of power. He opened his eyes and slipped the lock off his Aura, letting it flood his retinas. The world swam into focus. He could see the cracks in the bricks of the wall across the street, some no thicker than hairs. And while he couldn't physically see through the walls, the glow of a living being's Aura would still shine through the obstruction.

He'd never needed them, but Argos assumed it was like putting on a pair of glasses. You didn't notice how bad your vision was until you finally saw clearly. If it weren't for the dual drawbacks of his Semblance, he'd never stop using it. He quickly scanned the target building, checking floor by floor for the distinctive glow of Auras, his eyes prickling and itching as he went. Just as itching was turning into burning he finished his scan and stopped the flow of energy.

Argos rubbed the pain out of his eyes. In addition to eating up his stamina, increasing his vision to that extent started to burn out his retinas fairly quickly. If he used that power for too long, he'd probably go blind. Of course, it's far more likely he'd collapse from the strain before getting that far. Oh well.

He slipped away from his post, down the fire escape and across the street, moving as inconspicuously as a man carrying an eight foot long spear could. Out of the corner of his eye he spotted Will slipping away from his post where he had been watching the occupied front office. Dom looked up from the lock as Argos joined him, Will having fallen in behind the spearman.

"We're clear." Argos didn't include the caveat that there could still be robotic or automated defenses inside. After three years, they didn't need the reminder anymore. "We'll have to be quiet to keep the offices on the first floor from hearing but other than that, nothing. Dom?"

"Easy. This place is practically falling apart, you could get the door open with a pocket knife." To emphasize his point, he pushed the door open.

Argos eyed the open door. "Any alarms?"

"There _were_." Dom said.

"Right." Argos waved them forward. "Go."

Will was the first up the stairs, eager as always. Argos went next and Dom brought up the rear. They quickly scaled a crumbling staircase to the third floor where Dom made quick work of another derelict lock. And then they were in.

One look inside told Argos this was a wasted trip. The workspace was abandoned; no one had been in here for months. The dust on the floor and the cobwebs everywhere established that plainly. The lights were grungy and more than half of them were burned out. _So much for the idea that Daedalus would visit his workshop._

Dom had found this place in some old public record somewhere. While Daedalus' laboratory at Azoth had been turned into a smoldering crater by the man himself, he had owned this little space for his private use. Thanks to the economic crunch Vale had been going through, the place was still empty even after eight months. The landlord hadn't even bothered to put the space on the market. Dom had guessed that while Daedalus was willing to burn down what he had done at Azoth, there may be something here he had wanted to preserve and then reclaim once he had gained his freedom. Apparently not.

Argos glanced back at Dom, who shrugged. Still, if they were here they might as well look around. Dom made a beeline for the computer desk while Argos and Will surveyed the scene. Dr. Daedalus apparently operated on the cleanliness principle of 'if it's off the floor, it's clean.' The tables and shelves were covered in piles of assorted junk. There were books, parts to machines Argos couldn't identify, and plates and cups spotted with things he wasn't at all keen to examine.

While Will shifted through some of the piles, Argos stepped over to the one area that appeared orderly, the filing cabinet. He pulled it open with a screech of rusting metal and flipped open a few of the folders. Again, nothing of interest. Just some blueprints and designs and case files for some experiments and studies. He dropped a folder on a table next to him. Hopefully Dom could find something on the computer. He idly flipped through a few more folders. "You find anything?"

"I'm in his files now." Dom's eyes were glued to the screen. "This is incredible."

"How so?" Argos asked, pausing his idle reading of a technical readout. Dom looked up at him for second before going right back to browsing. "I knew this guy was involved in all sorts of stuff, but not anything as advanced as what I'm seeing here. He's got work in here that's groundbreaking in everything from robotics to genetics mapping. It's unbelievable; the man is some kind of super genius."

"So he likes to do a bunch of different stuff. I'm not seeing the point." Argos said, trying to get Dom to focus. Dom shook his head behind the computer screen. "It's not like these sorts of things stack on each other, you know. Each of those fields requires immense amounts of knowledge to be effective in. Doing that for just one is impressive, being able to do that for multiple ones is incredible." Said the expert hacker, engineer, and explosives designer without a hint of irony, Argos noted. And if you told that to him, he'd find a way to excuse it, Argos knew.

"But you have nothing _useful_ for us?" Argos asked pointedly.

"Not as such, no." Dom said apologetically. Argos sighed and leaned back against a table. Something was jumping up and down in the back of his mind, clamoring for attention. His brow furrowed as he tried to figure out what it was. It had something to do with the files… He glanced back into the cabinet and it clicked. Each folder had a number at the top and they all were filed in order. 225, 226, 227, 229? There was one missing. "Hey Dom, can you find anything in there about a file 228?"

"Hmm, no." He continued scanning. "Interesting, that's the only missing number in the list. He must have deleted it."

"And gotten rid of the physical copy too." This was important, Argos could sense it. "He was hiding something. Probably something important." If that was the only thing he felt the need to erase, it followed that whatever it was was more critical than the rest of his work. Wait… the bombing. Had he been working on whatever this was for Azoth? And then destroyed the Azoth facilities so no one else who knew about it would be alive? That's a rather extreme length to go to. Argos chided himself for getting ahead of himself. It all fit, sure, but that didn't mean it was true. Just as likely 228 was something stupid he got rid of on a whim.

"Here." Dom and Argos turned at the sound of Will's voice. He held up an empty folder at them. On the flap at the top there were the numbers 228. "Alright, so that's the folder. But where are the actual files?" Argos asked. Will kicked something next him. "Shredder."

Dom tched. "Maybe we can put it back together?" Argos grimaced. Hours of long, thankless work loomed over him. It was almost a relief when Will stuck a hand into the bin and pulled out a pile of black powder. "Only ashes left."

Daedalus _really _didn't want anyone getting their hands on that file. More support for his off the cuff theory, Argos supposed. "So, to summarize, the only thing we've found here is that there's something that isn't here?"

"Unfortunately, yeah." Dom rose from the computer desk. Will shook his hand clean of the ash. "What that tells us is the doctor had something to hide." He said in one of his rare complete sentences.

"And nothing else." Argos grumbled. "Let's get out of here. There's nothing for us here."

* * *

"Remember, let me do the talking." Weiss reminded her partner as they walked up the steps to the CCT. They (really just Weiss) had worked out a plan to get the data they were after, but it could easily fall apart around their ears with the wrong comment.

"I know, I know." Ruby said languidly. The younger girl wasn't exactly thrilled Weiss was treating her like a child, but it wasn't something she willing to fight over. Weiss seemed unusually on edge today and it didn't seem like a good idea to prod her too much. They entered the expansive foyer and Weiss made straight for the elevators, Ruby bobbing along in her wake.

"Communications room, please." Weiss said once they were inside, before the automated system had time to ask. She cut off the request for identification by waving her scroll in front of the reader. Perhaps a little too forcefully; Ruby had been giving her odd looks for a while now. Weiss forced herself to take a deep breath and compose herself. She needed to don her heiress face for this. She made a pleasant and hopefully not _too_ forced smile just before the doors opened.

Weiss strode out of the elevator, old mannerisms resurfacing. Purposeful stride, head held high, acting like you own the place because you just might. Not swaggering, because you're too dignified to swagger, but everyone who sees you knows you're in charge. She'd already done this trick before when they were tracking the White Fang, so for it to work again she needed to be on point with her actions.

"Welcome to the Beacon Cross-Continental Transmit Center. How can I help you?" The cheery holographic receptionist greeted them. Something about the artificial mannerisms and feigned emotions always unsettled her. They weren't close enough to human to match but neither were they distinctly inhuman either.

"We'd like to make a call to the Schnee Company World Headquarters." Weiss said resolutely but pleasantly. It was always good to get a little practice in ahead of time.

"Absolutely." The holo-interfaces tended to repeat words, it saved on production values. "If you can head on over to terminal five I can patch you through."

Weiss strode away without looking back, Ruby stammering a pointless 'thanks' to the hologram as she hurried to keep up. The Communications Room was no more crowded than usual, mainly with students making calls to absent relatives. Weiss settled onto terminal five's stool while Ruby stood behind her. _Might as well get this over with. _Weiss hit the call button. The screen flickered to the face of a redheaded woman.

"Thank you for call- Miss Schnee?"

"Hello." Weiss spoke up fast, to prevent the same sort of offers this secretary, she wanted to say her name was Amber, had made the last time she made this call. "I was hoping you could transmit some files to me." She inserted her scroll, transferring the files request from her scroll to the terminal and on across the channel.

"Of course." 'Amber' said, before frowning as she read what exactly Weiss was asking her for. "Er- is there a reason you're interested in internal corporate files, ma'am?"

"I'm doing a report and needed some sources." The lie came smoothly and easily. One thing the heiress did well was lie believably.

"It's a report on different kinds of Dust based weaponry." Ruby chimed in over Weiss' shoulder. Amber looked up from the list, confusion evident.

Weiss resisted the urge to face palm. Precious little on her list had anything to do with weapons, probably. And if it did, they would have no way of knowing that now. To be fair, it had been a good plan _before_ it involved Ruby being subtle. She could still salvage this. "Ruby you dunce, we're doing a report on corporate uses of Dust, not weapons grade usage. I've told you five times now."

Thankfully, Ruby caught on quickly. "Oh, right. My bad." She managed a passable sheepish look.

Amber still didn't look entirely convinced. "And who is this, ma'am?"

Weiss gestured to her partner. "This is my team leader at Beacon."

"She seems awfully young." Amber said hesitantly. A hardness crept into Weiss' face. "Which is a testament to her skills."

"Of course." Amber said diplomatically. "I'll have those files for you in a second." An electronic pinging signified their arrival. "Would you like me to patch you on through to your father? I'm sure he would be happy to hear from you."

Weiss' smile didn't as much as twitch. "No thank you. I wouldn't want to bother him. Have a nice day."

"You as well." Amber closed the channel. Weiss let out a long, slow breath. In the reflection of the blank screen she could see Ruby giving her a concerned look. Weiss ignored it and opened up Azoth's corporate files. Hundreds of names stared back at her. "You might as well pull up a seat, we might be here a while."

As Ruby grabbed one from another terminal, Weiss delved in. She had never been as interested in these kinds of thick, corporatesque walls of words as Winter was, but she knew her way around them. She pulled up a list of budget lists for various areas of Azoth's former corporate structure. She scanned the list while Ruby shifted on her pilfered stool. "What are you looking for?"

"Whatever Daedalus was working on, I bet it wasn't for free. They had to be paying him and his coworkers, which means there should be a paper trail somewhere in here. Something taking in money, but not generating anything." Weiss fell silent as she kept searching.

"Why don't we just look up the guy himself?" Ruby asked, tilting her head quizzically. Weiss sighed at her leader's naivety. "Ruby, there's no way a secret project would just be listed under his name or anything." She pulled up Daedalus' profile. "See?"

"What's Project Icarus?" Ruby leaned in to peer at the screen. She reached past Weiss to hit the keys.

"Quit-" Weiss began to protest before something caught her eye. There was next to nothing in the file, just what appeared to be some blueprints. None of the pertinent information, like who else was working on the project or what it was supposed to be, was in there. Just some images of machinery she couldn't identify. Weiss' eyes narrowed. A complete dearth of information like this was pretty suspicious. The complexity of the devices added to that, they were like nothing she had ever seen before.

"Oh, so that's what it is." Ruby said, sounding satisfied. Weiss looked over at her. "Do you know what this is supposed to do?"

"Nope." Ruby replied simply. "This is all a bit beyond me really. Yang's the one who's really good with machine parts and stuff."

"Yang is good with engines." Weiss deadpanned. "Not… whatever this is."

"Well, might as well get her to take a look at this anyway." Ruby reasoned. "But in the meantime, we should look for something more concrete if we can find it."

Weiss nodded her agreement and moved to close the Icarus folder. Just as she was doing so, she noticed the small number in the corner of the page. A little '228'. _Huh, wonder what that means. _She thought idly as she closed the folder.

* * *

AN: Hello everybody! I know I haven't updated in forever, so I'll beg your apologies for that. I'd like to thank **Lord Jaric** for the review and the praise, although I do have a confession.

Way back, back when this story was still Monsters and Shadows, I sketched out the rough plotline for the story. I then spent five minutes trying to find anything Team RWBY did that I actually needed to have in the story, with no success. So I sympathize with other OC stories that don't really pay attention to the official cast, it's just so much easier to use your own guys and not have to worry about staying true to the character. Even now, I found the middle scene with just the members of Shadow far easier to get down than the other two. But, it's a poor RWBY fanfic with no RWBY, so you have to push yourself a little.

As for the yuri, there's not going to be much at all in the way of romance between whichever genders during this story. I admit, I've dropped some hints here and there but only the variety that are indistinguishable from solid friendships. Phantom and Cinder are operating in the shadows (heh) a lot, but it'd be boring if you get all the delicious secrets right away right?

Thanks for reading, I'll see you next chapter.


	11. Chapter 10

**Chapter 10**

"I think that goes here."

"What? No this part connects to here, see?"

The two pairs of RWBY had met up at a coffeehouse Blake knew about to compare notes. So far, they had concluded that the 'Icarus' plans Weiss and Ruby found didn't have anything to do with an athleticism supplement of any kind. Beyond that, their progress was limited.

"Wait, I think this one is upside down."

Extremely limited.

Yang had made the logical suggestion the different machine parts were all pieces of a whole, and that assembling them into that whole would tell them what it did. It was just that putting together the eight piece puzzle was proving difficult, considering none of them were engineers.

Ruby was leaning over the table to prod at the scroll's screen. "Okay, we know this tube connects with this tube here, so that means this thingamajig is on the right side here. Which puts this pod here in the middle."

"Hmm." Yang surveyed her sister's work, leaning in to see the tiny scroll screen. "Yeah. That makes sense. I think all this stuff is supposed to funnel into that pod, if we put it in the middle like that it all flows better."

"But what does it do?" Weiss asked for what felt like the tenth time. She still couldn't make head or tails of the machine, assembled or not.

"No idea." Yang sat back, folding her arms. "You put a person inside that pod, probably, and the pod is connected to all sorts of things. Including a power generator, so this isn't exactly a medical device."

"Mm." Was Blake's contribution. She had been staring out the window lost in thought almost since they had arrived. Weiss knew she wasn't exactly a mechanical genius, but Blake could at least pretend to be paying attention. She opened her mouth to say as much when Blake jumped in her seat and started staring out the window intently.

"What?" Weiss asked, perplexed. Ruby and Yang turned to look at the two of them.

"That guy." Blake said. "I know him. He was at the White Fang meeting me and Sun attended."

Weiss looked after the man, even from across the street she could see horns rising out of his orange hair. "How do you know? I thought everyone at those meetings wore masks."

Blake shook her head. "He was one of the newer recruits, so he didn't have one at first. He looks up to something." She had a point there; he kept glancing over his shoulder as if to check if he was being followed. Blake stood suddenly. "I'm going to follow him."

"Whoa, hold on." Weiss tried to appeal to reason. "Aren't we a little busy to be chasing around White Fang grunts at the bottom of the ladder?"

"Busy doing what?" Blake countered. "Poring over schematics for a machine that even if we knew exactly what it was still wouldn't help us actually find Dr. Daedalus?"

"She's got a point there." Yang admitted. Weiss just sighed. If Yang was on board then it was a safe bet that…

"Right! Let's go after him." Ruby said, unsurprisingly. "Maybe he can lead us to where the White Fang are hiding."

But we're not after the White Fang… Oh forget it. Just once, Weiss wished her teammates had a bit more of an attention span. So they were off trailing the newbie minion through the streets. Thankfully, he was pretty clearly inexperienced when it came to noticing when you're being followed. And with four of them spread out and trading off keeping an eye on him, it was child's play to tail him without being seen.

They headed out into the industrial district as the sun began to set and the young Faunus got positively paranoid, looking behind him it felt like every few feet. Which is why Weiss, who was currently watching him, was doing so from the front. She would stay ahead of him until he turned at which point Ruby or Yang, who were behind him, would send some pips to her scroll informing her of the change in direction. At which point someone else would pass in front of him and she would take their former spot at the rear. The 'square' tracking formation, a textbook trailing method for when someone is watching for pursuit, but isn't very good at it.

Eventually, the crowds thinned enough that Team RWBY had to switch to simply hiding from him instead of just being another face in the crowd. The Faunus finally reached his destination, an abandoned warehouse of some sort. The faded logo declared it property of Azoth Industries. He looked back over his shoulder one last time, missing the Huntresses concealed in the shadows of a nearby alleyway, and pounded on the door. It opened a crack and a masked face looked out.

"It's you. Were you followed?"

"Of course not, I made sure."

"Good. Get inside and get changed."

Their tail was ushered in and the door clanged shut. The team gathered for a brief conference.

"We need to get in there." Ruby said. Weiss nodded. "Quietly, or we won't find out what they're up to."

"Yeah." Yang jerked a thumb to the upper level of the warehouse. "We can sneak in through the roof and wait in the rafters for our chance."

"They'll have sentries up top." Blake warned. "But if we're quick they won't be a problem."

The White Fang did indeed have a trio of guards on the warehouse's roof, arrayed so that if one was attacked the other two would be able to sound the alarm. They didn't have a contingency for when all three were jumped at the same time, however. Yang slowly opened the hatch to below and the four of them crept down the ladder into the building.

The warehouse was a cavernous, dim, space. The interior was pretty poorly lit, but that worked to Team RWBY's advantage. The only lights were aimed at several areas where people were working, allowing the Huntresses to plainly see what they were doing while staying in the shadows. Weiss reminded herself that didn't mean they were hidden, Faunus having natural night vision, and she slid behind a support beam for cover.

Below, masked and uniformed White Fang members were hard at work. Their tail was nowhere to be seen, likely just another mask in the crowd. There were several work areas, each one with a team assembling some sort of machinery. Something nagged at her mind but she couldn't place it. Near the far wall, there were a series of partitions set up to separate that part of the floor. Thankfully, from their upper vantage point Weiss could easily see over them. Within the walled off space an older man was being guarded by a pair of armed White Fang, the bruises on his face and his bound hands making it unlikely he was there willingly. Judging by the chainsaw sword one carried, he was the bruiser she had fought on the train the day of the breach. Her fists clenched at the prospect of avenging that defeat. Her eyes wandered back to the machinery and all of a sudden Weiss' mind clicked.

"Those are the things from Project Icarus." Ruby whispered from somewhere behind her. "And that's not all, look."

Weiss followed the pointing finger to two men talking with one another. One was just another White Fang member, dressed in black with a long sword at his side. But the other…

"It's him. Lance."

"Yeah." Yang whispered back. "Guess it was a good idea to follow that guy, huh Blake? Blake?"

Weiss looked back. Blake wasn't with them. She glanced around trying to spot her and caught motion on the opposite wall. Blake slipped down off a balcony to the ground and began walking toward the White Fang.

"What is she doing?" Ruby hissed, preparing to go after Blake and being stopped by Yang holding up a hand. Blake was too far for them to reach her and bring her back without being seen. Sure enough, some of the White Fang had already noticed her and both voices and weapons were rising.

Blake spoke first. "Adam!"

The black dressed, red haired Faunus turned to face her, scowling. "Blake." He said coldly. "What are you doing here?"

"That's what I want to ask you." Blake said hotly. She thrust a finger at Lance. "What are you doing working for _him_? Don't you know what he's done?"

Lance folded his arms and smirked as Adam glanced back at him for a second. "I know far more than you do about him and his actions." He looked back to Blake, his mouth hard. "If you had not defected, you would too."

"Is this the part where you offer to let me know if I rejoin the White Fang?" Blake asked sardonically. Adam shook his head.

"You burned that bridge a long time ago. Now the only favor I'll give you is a quick death. Well, a quicker death than a traitor deserves anyway." The other members of the White Fang gathering around him hefted their weapons, obviously pleased by the idea.

Lance held up a hand. "Before that, this one is a member of a four man cell. I highly doubt she came here alone." His gaze seemed to search the darkness where the other three were hiding. Weiss was fairly certain he was human and couldn't see them, but even so… Yang met her eyes and nodded. Hoping she got the right message, Weiss gestured Ruby to get back into cover and ducked back behind the pillar she was hanging on to.

"She didn't!" Yang threw herself into space and landed right beside Blake. Weiss could no longer see them from her position, but she just knew Yang did that thing where she slams her gauntlets together. "The two of us are more than enough for punks like you."

"Please." Adam's voice was loaded with disdain. Lance spoke next. "If you want them, they're yours. I'll take care of getting everything packed up."

Ruby caught Weiss' eye and gestured to the far wall and the White Fang's prisoner. Weiss nodded and crept after her across the beams to the relative cover of the wall. With the sounds of combat erupting behind them they hurried along the wall to the back of the warehouse. Thankfully, every eye in the building was on the brawl or on loading the machinery onto carts and taking the pieces out a loading bay door into a truck. They passed unnoticed until they reached the edge of the scaffolding. Weiss spared a brief glance back to see how their teammates were doing.

Yang was currently pummeling every Faunus who got within striking distance with a dozen or more keeping back out of obvious fear. Blake was engaged in a duel with Adam, other White Fang watching but not interfering. For those, Weiss got the impression they were holding back more to watch the 'traitor' get her comeuppance at the hands of their leader. Of course, if Blake was the victor they would just jump her anyway. Weiss made a silent promise to provide Blake support as soon as she and Ruby freed the hostage.

Speaking of the hostage, their teammates had done them a service by luring most of the White Fang away. The only people left at this end were the captive and his two guards. Weiss pointed to the Faunus with deer horns as her target. They would have to do this quickly before the rest of the White Fang noticed them and Ruby's harder hitting scythe stood a better chance of dropping that hulking bruiser in one strike than her rapier did. Ruby nodded and held up three fingers.

Three seconds later they struck. Weiss used a glyph to boost her speed and slammed the point of Myrtenaster into her targets torso. He dropped unceremoniously with a flare of Aura. Ruby, already ahead of her, had slammed her opponent into the ground with a swing of Crescent Rose. He recovered quickly and before either of them could react had grabbed Ruby by the throat and slammed her into the ground. Weiss switched Myrtenaster to the red setting and sent him flying with a stab.

So it was all on her then. She'd have to be quick. She severed the old man's bonds with a flick of her sword.

"Are you okay?" When he nodded she walked, not ran, over to a locked door to project an air of calmness despite her own haste. The lock yield to a slash and she pushed the door open. "Start running and don't look back. We'll catch up with you after we wrap up here."

The old man went past her, not meeting her eyes. Probably unsurprising he was frightened and meek, being held captive by terrorist organizations does that to people. Weiss put him out of her mind as she went to check on Ruby, who was still on the ground.

"Ow." She groaned. "That really hurt."

"Shake it off. We're not done here." Chainsaw man was already back on his feet.

"Time to finish what I started. Your head's gonna look really pretty on my wall." His weapon roared to life. Weiss readied Myrtenaster while Ruby groggily shook her head and grabbed for her scythe. And then they both watched as a sword from behind him slashed him square in the neck.

The bruiser staggered from the force of the blow. Standing behind him holding the offending sword was a man dressed in black with vibrant crimson hair. With a snarl, Chainsaw rose again. That man had an incredible store of Aura, which was why she had battered him over and over in their first fight without any noticeable effect. Taking a sword to the throat only seemed to have made him angry. San watched him with the faintest smile on his face.

The chainsaw whipped forward. San parried, sparks kicking up as he deflected the whirling metal teeth. He darted in, running his blade along his enemy's torso as he passed. Aura flared as it repelled the metal. More than it should have. By using the entire length of his sword like that, San maximized the amount of Aura his attacks drained. Another pair of exchanges confirmed her theory; San deflecting an attack, landing his own near the base of his blade, and sliding it backwards until it cleared the body. By their third exchange he had drawn blood. The fourth left his opponent on the floor clutching at a profusely bleeding leg. A kick to his head finally knocked him unconscious.

San flicked most of the blood off his sword and Weiss couldn't help but notice his smile had widened. She shivered. He may be on their side, but he was still creepy. The implications of him having developed a fighting style around draining a target's Aura was not lost on her. Ruby slowly rose to her feet.

San looked back at them. Anything he was about to say was cut off by a shout.

"More humans!"

Weiss refrained from cursing only thanks to years of practice at maintaining decorum. A masked White Fang charged through the opening in the partition, sword drawn. San blocked the slash, rammed an elbow in his face, and kicked him into the wall. A chorus of angry shouts rose.

"Right." San idly spun his sword. The analytical part of Weiss' mind noted offhandedly that it was identical to the one that had been slashed in half by Mortis. He did seem the sort to keep a replacement handy. He charged through the opening and there was the sound of clashing metal. Weiss followed in time to see three White Fang lying in a pool of blood while a ring of them warily surrounded him.

"No!" It was Lance, crying out somewhere in the back. "Withdraw! You can't beat him!"

They didn't listen. Almost as one they lunged forward. She wasn't sure, but Weiss thought she heard San chuckle as he awaited them.

"Weiss!" Ruby caught her attention and pointed to a black clad spearman. "Cold Flagpole!" Repressing a sigh at Ruby's unimaginative name for their combat maneuver, Weiss fell in behind her leader as they rushed Lance. Ruby launched a flurry of slashes that Lance deftly deflected. Weiss used a series of glyphs to zip around behind him. Lance shifted his stance to cover her approach, clearly expecting her to flank him.

Weiss permitted herself half a smile as she stabbed Myrtenaster into the floor. A thin wave of ice shot forward. Lance saw the danger and made to leap, but he was too slow. He had barely cleared the ground when the ice reached him and shot upward, encasing him from the neck down in a frozen cocoon.

"Got him!" Caught up in the moment, Weiss reciprocated Ruby's high five. Lance watched them with a curiously rueful expression.

"Adam! Bring it all down!"

"What?" Figures they would have some measure prepared in case of discovery. 'Bring it down' was an unsettling choice of words. Adam for his part neatly disengaged from Blake and with his cronies raced towards their truck. A hand darted into his pocket and squeezed something within. Blake jumped as if scalded and ran to one of the metal drums scattered around the warehouse. She wrenched the lid off and blood drained from her face.

"It's a bomb!"

With a sinking feeling, Weiss realized just how many of those drums there were.

"Everyone out! Now!" San cried.

"Yang!" The blonde responded to her sister's call, sprinting over to them. A shot from Ember Celica blasted through the ice locking Lance to the ground and Yang hefted the whole frigid prison over her shoulder. Weiss threw down a glyph to speed the three of them to the door where Blake and San were waiting. The team ran like the hounds of hell were chasing them, San bringing up the rear.

The explosion nearly bowled them over.

Aside from some twisted wreckage and half melted steel support beams, the warehouse was simply gone. Weiss' breath hitched as she realized both they and the White Fang had left easily a dozen or more injured people lying on the floor as they fled. Suddenly her mouth was very, very dry.

"Hmm. I am surprised he used that many explosives. I only told him set half as many." Lance commented lightly, clearly uncaring at the deaths.

"Adam always believed in overkill." Blake muttered darkly. She turned angrily from the sight to San. "And what are you doing here?"

"Unless you would like to spend several hours explaining your connection to _that,_" San gestured to the rubble. "I suggest we continue this discussion elsewhere."

The members of Team RWBY glanced between each other.

* * *

On a secluded rooftop, San was making a call.

"Yes sir… The majority of them escaped but we have a potential source of information… I don't believe so. Understood, I'll take care of it."

"Who was that?" Blake asked, not quite hostilely. She hadn't tried to kill him yet, but it seemed she still wasn't a big fan of him. Considering his parentage, Ruby understood that, she really did, but still felt it was a little unfair. Sure, he was vicious in a fight and he had a fighting style designed to injure rather than subdue… She wasn't making a very good case. Either way, he _was_ one of the good guys, right?

"Ozpin. He'll handle the clean-up and other messy details from tonight's battle." San said. He slipped his scroll away and turned to face them. "Lance and members of the White Fang were hiding out in an abandoned warehouse, working on technologies I couldn't identify. When cornered he and their leader blew it all up rather than let us have it."

Ruby's brow furrowed. They knew all that, they were there. What was he going on about?

"Man, how many abandoned warehouses are there in this city?" Ruby jumped. Argos was now standing behind them. Flanking him were his other two teammates.

"Two fewer than when we arrived." Dom commented drily.

"You're late."

"Sorry bossman." Argos replied to San's barb glibly. "We can't exactly travel halfway across the city a few minutes after you call us, you know."

"You were going to explain why you were there." Blake said to San, not about to let the topic drop.

San eyed her with his usual emotionless expression. "I was out stretching my legs when I spotted some Huntresses in training acting like they were tailing someone. I figured it would be worth my time to find out why." He glanced at the ice block sitting several yards away. "And it was."

Argos followed his gaze. "Clone."

San sighed. Ruby groaned. "You mean this isn't the real guy?"

"Nope." The Lance-clone answered for him. Despite his positon, the bastard had a smug smirk on his not-really-real face. Yang had more or less dropped him when they arrived so he was currently watching them while lying on his side.

"Nice to know that was a big waste of effort." Yang muttered, rolling a shoulder. Even with her incredible strength, carrying something that heavy as far as they traveled was tiring for her.

"Not entirely." Argos walked over to Lance-clone and knelt next to him. "We can still ask some questions. We won't be able to force him to answer but maybe he'll want to."

"And what questions do you have that you think I'll want to answer?" The clone asked, clearly enjoying himself. "Where I really am? What our plan is?"

"Why did you kill Arthur?"

The smile vanished. "I didn't. _We _didn't." He sounded a mix of almost desperate to convince them and outraged that he had to. "Why would we?"

"The three of you had always hated him." Argos said. "Ever since Gwen died and he, the replacement, was made squad captain."

"No! Okay yes, I admit it; we didn't like him at first. But that was years ago, we got past that. And even back then we didn't want him dead."

Argos' calm demeanor was a sharp contrast to the clone's agitation. "How else would he have died?"

"He was killed by Grimm during a mission." Argos scoffed and the clone glared. "He was!"

"Yeah, sure. Arthur, one of the best ranked graduates of your year, died on a routine search and destroy mission. How are you going to claim _that_ happened?"

"I-" There was a pause, a sudden wave of uncertainty. "I don't know. I wasn't there to see it. He and Mordred had gone to take one pack while Morgan and I took the other. By the time we got over to support them, it was too late."

"Right." Argos said, disbelief clear on his face. Before the clone could retort, he asked another question. "How much do you trust Mordred?"

"With my life." The answer was immediate and definite. Argos stared at him for a few long seconds before straightening up. "If you say so. Anything else you want to get off your chest?"

"Argos," Ruby was surprised at the earnest expression on the clone's face. "we are doing what's right, I promise you. In the end, you'll see."

Argos didn't respond except to whip his spear around, and the clone dispersed into mist. He wandered back over to the group, putting on a smile that looked just a bit forced. "Man, that guy gets riled up easily."

Dom looked thoughtful. "He said they were doing the right thing, and I don't think he was lying."

"He probably wasn't." San said, folding his arms. "He's just wrong."

"Still, that's kinda hard to believe." Argos commented, shifting his spear back to its customary spot on one of his shoulders. "What with him freeing mass murderers and teaming up with terrorist groups."

"And not caring about the deaths of dozens of people." Ruby put in. That didn't really seem like the 'right thing'. Ruby knew there wasn't anything they could have done, they had barely gotten out themselves, but the thought that they had saved a disposable clone over any of the real people in that warehouse was a tough pill to swallow.

Argos raised an eyebrow at San. "There were a number of injured White Fang left behind went the warehouse went up." He nodded at his leader's explanation.

"Well… They were terrorists, right? I think that makes it morally gray, really." Argos said.

He earned a sharp look from Blake for that. "Many of them were just stupid, shortsighted kids angry at the ways things are. That doesn't mean they deserved to die."

"Losing focus." San reproached. "Let's get back to figuring out what Lance wanted from them."

"Those machines they were building." Yang said. "That's gotta be it."

San nodded. "Probably. But what were they for?"

"Project Icarus." Four heads turned towards Ruby. She flushed a little at the sudden attention and continued. "It was something Dr. Daedalus was working on for Azoth Industries. The stuff they were making were parts to the machine he built."

"Dom?" Argos looked over his shoulder at his teammate, who shrugged. "I didn't see anything about a 'Project Icarus' in his files."

"Maybe that's what was in file 228." Ruby blinked in surprise. That might have been more words than she had ever heard from Will so far. It was almost spooky; he was so quiet and unobtrusive you found yourself forgetting he was there. Then she realized what he had said. "Yeah, there was a 228 written on the blueprints in the corner."

"Can I see?" Dom held out a hand and was given Weiss' scroll. He flipped through it quickly while they watched.

"What is Project Icarus anyway?" Argos asked offhandedly. Ruby shook her head. "We don't know; we couldn't figure out the plans."

Dom hmmed as he continued to read. Finally he looked up. "Whatever this is, it's pretty complicated. It looks like you put a person in here and shove Dust into their veins, but then I have no idea what the rest of this is for."

Something occurred to Ruby and she kicked the ground in frustration. "We should have asked that guy, they might have mentioned it around him or something."

"Guy?" Dom asked. Ruby nodded. "The White Fang were holding some guy prisoner in their base. It just occurred to me, he might have overheard something. But he's long gone now and I don't even know where we'd begin to look for him."

Argos suddenly looked suspicious. "This guy, did he have black hair that's about halfway to going gray? And a little beard that's not quite long enough to be a goatee?"

"…Yeah." Ruby had a sinking feeling. "How'd you know?"

Argos slapped a hand over his face and groaned. Dom gave a deep sigh. Even Will looked a little pained. Blake looked at her sympathetically. "Ruby, that was a description of Dr. Daedalus."

Weiss stamped a foot, face red. "Oh are you kidding me! The mastermind was right there and we let him just walk away?"

"You hadn't looked at a picture of the guy we were hunting?" Blake asked incredulously. Weiss didn't address that and just pointed a finger back at her. "And why didn't you see that it was him, if you knew what he looked like?"

"I was-" Blake looked down, guilty. "I was distracted."

Ruby realized Blake had kinda admitted to being in the White Fang right in front of someone with an unpleasant history with the White Fang. San was looking sourly at Blake but then he always seemed to look like that. Ruby couldn't tell if he was going to make something out of it or not.

"Wait, that's not right." Yang rested a hand on her hip. "What Weiss said, I mean. He can't be the mastermind behind all this if the White Fang had him tied up, right?"

"Good point." Dom said. "I'm beginning to suspect Daedalus is less of an active factor here than we thought."

"The only way to know for sure is to find him." San rubbed his chin. "Any ideas?"

"He got his hands on military grade explosives back in the day." Argos weighed in. "He must have some connections in the underworld for that. Maybe he's going to hide out with them?"

"Um." An idea had just formed in Ruby's head.

"I doubt that." Dom replied. "He had access to plenty of Dust and the knowhow to cobble together some bombs. Add in no prior offenses and I don't think he's all that familiar with the criminal underworld."

"Uh, hey?"

"Dom is right." San said. "He never did strike me as the sort willing to break the law."

"Guys, listen-"

"We _know_ he's the sort to break the law. He blew up a building!" Argos countered.

"Uh, hello?"

"That doesn't mean he has underworld contacts and you know it."

"Guys."

Even though he had only spoken quietly, the bickering trio instantly shut up and looked over at Will. He gave them an exasperated look before pointedly turning to Ruby. Suddenly put on the spot, she stammered a little.

"Er, well, I was thinking maybe he would go back to his house? Like when you startle a rabbit and they run to their den…" She trailed off awkwardly.

Argos snorted. "No offense Red, but that's stupid. He'd have to be dumber than a sack of bricks to go back to his house; it's the first place anyone would look."

Yang and Weiss rounded on him angrily, but San spoke before either of them could. "Do you have a better idea?" When Argos opened his mouth San amended "That has an actual address we can go to right now?" Argos mouth shut.

"Dom?" San asked.

"One sec… Got it." Dom said after a few seconds tapping something on his scroll.

"Good. Lead the way."

* * *

An: Hey everyone, what's up? The plot's beginning to thicken now, the big reveals are starting to turn up. Why does Lance think he's doing the right thing? What do the Icarus machines do? What's the White Fang's angle in all this? Find out next time on Dragon Ball Z! Or, ah, Hunting Monsters, you know.


	12. Chapter 11

**Chapter 11**

"I _cannot_ believe he was stupid enough to go back to his house." Argos complained through the radio. Dom raised a hand to his ear to trip his mike. "Quit whining just because you have to eat your words."

Ruby looked away from the house for a moment at his words, smirking before going back to keeping watch. It was a fairly standard home in the suburban district, aside from the overgrown lawn. The kind of house a fairly rich, single man who didn't feel any great need to stretch his legs or flaunt his wealth would buy. Even though he had enough life sentences to live out the rest of life three times over in prison, it was still technically possible that Daedalus would somehow get out of prison before his death, meaning the house was still his.

San had had them approach the house in a standard four directional approach. The members of Team RWBY had likewise spilt into four to accompany them. Dom and Ruby were across the street watching the front door, San and Weiss were in the bushes on the house's north side, Will and Yang had taken up perches in the towering oak tree two yards over and Argos was scanning the house from the back yard with Blake in tow.

The night was silent and still. Overcast clouds blocked the moon and there were no signs of activity in any of the neighboring houses. It _was _nearly one in the morning on a Tuesday after all; not surprising everyone would be in bed. Dom, suppressing a yawn, would have gladly joined them. He might have gotten his wish if, a half an hour after they had taken up their positions, a certain someone hadn't furtively walked down the street.

"I want a three pronged insertion, through the escape routes. Will, take the upstairs just to be safe. Check, one."

"Two." Argos said.

"Three." Dom joined in. "We're going." He said to the Huntress beside him.

"Four." Will finished.

"Go."

Dom burst from his concealment, Ruby right behind him. With her speed, she could have easily outpaced him but it seemed she was willing to follow his lead. Dom appreciated that, there hadn't exactly been the best relations between Shadow and RWBY.

They pounded up the porch, one of his knife's honed edges neatly slicing through the lock and granting them entry. It'd have been faster to just kick the door in, but far more noticeable. No reason to risk an awake neighbor calling the cops on them. As they burst inside, the sound of shattering glass heralded San's arrival. Dom ducked around a wall towards the back of the house, where their target was.

He needn't have hurried. Argos, who had entered through the back door, already had the doctor pinned to the wall with his spearpoint resting ever so gently on the doctor's throat. The man's eyes were the size of plates and he didn't seem to be breathing. When San and Weiss joined them from the other room, Argos whirled the spear away, thumping its butt on the floor. They didn't need to physically restrain a fifty year old scientist to keep him from escaping six hunters. Eight once Will bounded down the stairs with Yang in tow.

"Dr. Daedalus, I presume." San greeted drily. The scientist didn't look very good. He was unshaven, his clothes looked like he had been sleeping in them, and there were faint signs of bruises on his arms and face. He had a hand on his throat as if he expected the spear back sometime soon. Dom noted the bandages wrapped around the tips of his index and middle fingers.

San saw them too. "Only two? You could only take two fingernails being ripped out before caving? Disappointing."

"Eh, just means we won't have work that hard to get what we want out of him." Argos replied, holding out a hand. Dom flipped him a knife, Argos always put on a better performance than he could. Argos advanced on the doctor, who pressed himself farther back against the wall as if he could meld into it. The members of Team RWBY looked like they were about to object when Will stepped between them and Argos. Dom couldn't see the wink, but the sudden wave of understanding on their faces was enough of a clue.

Argos took another step closer, a light smile playing on his lips as he spun the knife in his hands. "So do you have any preferences? You know, to start with? Most people prefer the extremities get worked over first, hands and feet and all that, but you've been there done that so maybe you'd rather I start carving up your chest?"

"Wh-wh-wh" Fear made Daedalus unintelligible. "What do you want with me?"

"We'll start with what Phantom Squad wanted from you and work our way from there."

Strangely, the fear drained from Daedalus' face. "You- you're not with them?" He sank to the floor, looking too exhausted to keep standing. His expression was almost relived. "I was hoping someone like you would find me."

"Uh-huh." Argos, having been knocked off his game, awkwardly stood there playing with the knife. "Mind explaining why?"

"Because I need you to kill me."

The house was silent for a long moment as they all chewed that over. Daedalus looked from one face to the next. "I created something terrible, something that should never have existed. I thought that destroying everything connected to the project and getting myself thrown in prison would be enough to bury it forever, but it seems I wasn't thorough enough. If I died, there'd be no way to revive it but… I'm too much of a coward to do what must be done." He stated the unthinkable surprisingly easily. Dom might have thought he was joking or lying, but for the pleading in his eyes.

"Back up." San said for all of them. "When you say 'the project', are you referring to Project Icarus?"

"Yes." And there was a deep bitterness there, a regret that reached into his soul. "I... I never meant for things to go as far as they did. It-we only meant the best, truly."

San's face might have been carved from granite. "What did you do? What about this machine is so terrible?"

The doctor wilted. He glanced about the room as if to find something else to talk about instead before San's glare broke him down. He took a shaky breath. "The purpose of Project Icarus was to modify and enhance a person's body. To reforge them into a stronger, faster being. An ordinary person could be made as a strong as a fully-fledged Huntsmen or Huntress and one of them could be made inhumanly powerful. With this method, we could create a small army of super soldiers dedicated to fighting Grimm in a few months rather than over the course of years."

Yang let out a low whistle. "I guess we know why everybody wants to get their hands on it, huh?"

"Yeah." Blake replied. "Adam would love to get his hands on a super powered army. He'd finally get to declare war on humanity like he always wanted."

"And that kind of power, or even just the process itself as a bargaining chip, would be the only way for Phantom Squad to survive their defection." Argos mused. He rubbed his chin with a hand. "So how does that all work?"

Daedalus said nothing. San stepped in front of him again. "How. Does. It. Work?"

Daedalus broke from San's gaze and stared at the floor. In a wooden tone, he continued. "It utilizes Dust to enhance and strengthen the muscles and organs and Aura infusions to keep the patient alive as well as providing an increased store of Aura for them later."

Dom's head snapped around at that. _Aura infusions?_ Daedalus kept staring at the floor. _I created something terrible, something that should never have existed. _And it all slid into place.

Dom wasn't aware of his feet carrying him across the room until his fist connected with Daedalus' face. The bastard's head reeled back, blood spraying from his mouth. Something clattered across the floor; it might have been a tooth. Dom hauled him up by his lapels and slammed his back into the wall. He drew back a fist to smash the son of a bitch's head in but was stopped by a firm hand closing around his wrist.

"Dom. After." San didn't have the muscle to actually restrain him like that, but it was enough to break through the rage simmering in Dom's mind. He dropped the blubbering mass and stalked off, unable to keep looking at him without resuming his assault.

"What was _that!?_" Ruby asked as he stomped past them. Fists clenched at his sides, Dom spoke through gritted teeth. "It's scientifically impossible to artificially generate Aura. It's the Holy Grail of modern science. People have been trying, and failing, for years."

"Um…" Ruby stammered and was about to say something, but Dom, heedless in his anger, plowed ahead.

"Meaning, if the enhancement process involves shoving Aura into the patient, they had to be getting it from somewhere else." He rounded back on Daedalus. "Your Project Icarus only works if you stick someone into the machine to serve as fuel, doesn't it? How many people do you have to murder for just _one_ 'super soldier'?"

"Eight." Daedalus just lay where he had been dropped, not even bothering to wipe the blood of his face. There were tears running down his face. "It takes eight people of average Aura to activate the process once. More for good results, but less if the donors are of higher quality."

"_Donors?_" Dom took a step forward, his restraint reduced to a string. Daedalus stared at nothing, murmuring. "Of course, donors. We weren't murdering people, just taking Aura from where it was dormant and useless and putting it to work. And if it killed them, well, they were just vagrants and bums. Nobody would miss them and they had no value to society in any event. If anything, they ought to be thanking us for giving a purpose." He let out a bark of laughter, completely devoid of humor. "We were very good at coming up with excuses."

There was a long silence. Dom's rage slowly faded as he saw those empty, haunted eyes, leaving him just drained. He surveyed the rest of the group. Ruby looked horrified, Yang had an arm wrapped around her sister's shoulder, and Blake's face was set in a determined glare at Daedalus. Even Will looked a little disgusted.

Argos, contrary to the rest of the group, was curious. "You still haven't really explained how Icarus works. I'm no doctor, but I'm pretty sure you can't just shove Aura and Dust into someone's veins and get out a super soldier. You're more likely to get a corpse."

Daedalus looked up from the floor. "You're right. Most of the initial test subjects did just die. All but one. Subject Alpha. He was a young man with a Semblance that related to transforming himself. Not only did he survive the experiment, his altered blood now produced a unique enzyme. This enzyme, when injected during the beginning stage of the process, serves as a powerful mutagen. The body becomes more receptive to the changes and is able to survive the transformation process."

"Subject Alpha?" Ruby asked. "What was his name?"

"Does it matter?" San asked at the same time as Daedalus responded. "To tell the truth, I never learned. And I didn't care enough to find out." He sighed. "All things considered I suppose that is the least of my sins, but…"

"What happened to him?" The young team leader asked softly.

"Nothing good, I'm guessing." Argos put in drily. "If his blood was the key to their super-secret project I doubt they would have just let him walk out the front door."

Daedalus shook his head. "No. We kept him caged, like an animal. Then one day, he managed to break free.

"He raged about the lab, his original transformation Semblance taken to unprecedented heights by his increased power. His body twisted and shifted to defy every measure we used to subdue him and he fought back. He killed over a dozen people and wounded many more; we pretended it was an industrial accident." Daedalus sighed again. "It sounds horrible, but Subject Alpha's murderous rampage helped open my eyes. When I realized how I was trying to recapture him more than save my dying colleagues and saw how my other coworkers were doing the same, the sheer callousness of our work hit me like a flood. I decided I needed to end my creation by whatever means necessary."

"Which is why you killed everyone who worked on the project and erased every mention of it in all the records you could reach." Argos supplied. Daedalus nodded.

"Wait, what happened to Alpha?" Ruby asked, concerned.

"He escaped the laboratory and fled into the wilderness to the northeast of the city. There were plans to send out crews to reclaim but, well, they didn't get off the ground before I… took action."

"Why did you feel the need to take such drastic measures?" Dom asked. Despite himself he found himself agreeing with the doctor's actions. At least, the parts that involved him trying to bury this as far as it would go. Still, without Subject Alpha it sounded like the project had ground to a halt, making his destructive methods somewhat questionable. "You could have just gone and told the council or Ozpin what was going on."

"And if the council liked the idea? Or Ozpin?" Daedalus countered. Dom hmmed, conceding the point. This advancement was the kind that even people who were disgusted by it might allow to continue, because of how useful it is. After all, if another Kingdom got their hands on an increase in military power like this, they could use it to overpower you. As long as it isn't worse than your homeland being destroyed, you would use it, or keep it in case you needed to. Dom knew full well that would be what his mother would do here. She'd curse Daedalus for making it, scorn Azoth for funding it, and carefully tuck it away somewhere.

Ruby apparently disagreed with that idea. "Professor Ozpin would never be okay with something like this."

"He might." San said bluntly. "Or someone he mentioned it to might like the idea, or someone who overhears him talking about it. The more people who know about a secret, the more failure points it has. As it is, _someone_ must have learned about the project anyway, and brought Phantom in to serve as catspaws to get it."

Argos nodded. "Lance is too much of a follower to take the lead on something like this. Corralling his squad mates is one thing, being the mastermind? Never."

"Which brings us back to the beginning. You killing me." Dom narrowed his eyes. Was Daedalus reproaching them? He was being very tempted to take the man up on his offer.

"There's no point now." San said matter-of-factly. "Icarus' existence is already out there in the world. Killing you now won't stop that, only deprive us of what you know." San eyed Daedalus scornfully. "You don't get to die your way out of this."

Argos stepped in. "Let's get back to practical matters. Can the White Fang reproduce the Icarus machine even without you there to hold their hands?"

Daedalus shrugged and said "I am a genius." as if that was that. At the looks on their faces, he continued. "They may have forced me to make them new copies of my designs, but even assembling the components is a tricky endeavor. Following that, they also need to operate the completed machine correctly. I cannot say it is impossible, but it is highly likely they will make some errors."

"So they might not make a super soldier machine, just one that devours people's Aura and kills them?" Dom asked archly. Daedalus' vaguely smug expression curdled. "Yes, there is that. Oh, and they'd need to find Subject Alpha. Without his enhanced blood, anyone they put in the machine will die in agony even if they assembled it perfectly. We had discussed if it might be possible to use Icarus on another person with a transformative Semblance and use their blood, but that was just a theory and where you would find another Semblance like that I haven't the slightest idea."

"Does Phantom know about Subject Alpha?" San asked. Daedalus hung his head. "Yes."

"Then we'll just have to find him first." San held out a hand and helped the doctor to his feet. He then drove a fist into his stomach, knocking the man unconscious. He ignored the gasps and glanced at Ruby. "We're splitting up here."

"We are? Why?"

"You and your team will take this scum back to Ozpin," He gestured at the crumpled heap on the floor. "Shadow Squad will hunt down Subject Alpha."

"Oh? I thought you didn't trust Ozpin." Yang said in 'gotcha' tones. San gave her a withering look. "He is merely the best of bad options. Unless you do want to kill him after all."

"Bastard deserves it." Dom muttered, which was promptly ignored. Blake glared up at San. "Why're you the ones going after him?"

San responded with a question. "How many missions have you done hunting a single target in a large area?"

"Er, well…"

"That's what I thought." San looked back at the three of them. "You guys ready to go?"

Argos sighed. "You want us to go now?" He asked, already knowing the answer. San just turned to Will, who nodded, then faced Dom. He might have felt tiredness clamping down on his brain, but Dom just nodded his head.

"Right. Let's get moving." And with that, San was headed out of the backdoor and heading for the northwest edge of the city. Will was right behind him, Argos followed grumbling. Dom paused just long enough to wave goodbye then he was gone to. The four members of Team RWBY looked down at the unconscious man in front of them.

"We're going to have to carry him, aren't we?" Yang said to the room at large.

* * *

AN: And here we have it, the exposition everybody's been waiting for because it actually explains what the hell is going on. In the original version of the story, I'm talking way back when this was **Monsters and Shadows**, this was originally a big "Wham" moment but that goddamn Season 2 reveal from Penny shot that all to hell with her being an artificial Aura producer. Kind of ruined the whole reason this was a big thing, but not enough for me to justify to myself scraping the whole concept.

So like Ruby, you might be thinking this doesn't make any sense considering what we know about Penny. I offer two explanations, you can pick whichever you like better. Either A. Penny's existence is obviously a secret to a certain degree. Therefore, Daedalus and his coworkers didn't know about whatever method she uses to generate Aura and abided by the conventional wisdom that it isn't possible. Or, B. artificial Aura generation is indeed impossible and 'Geppetto' (whatever his name is) has a few skeletons in his closet. Up to you really.

As always, I lack proofreaders so drop a review if you spot a typo or something. Or if you like the story, whatever floats your boat, not that I care. Special shout out to **Lord Jaric **for his reviews and encouragement. I'll see you guys next time.


	13. Chapter 12

**Chapter 12**

San landed lightly on the branch. The woods outside of Vale were home to massive conifers and oaks, making travelling by leaping from branch to bough an entirely viable method of travel. That was Shadow's preferred way to cover ground, it allowed you to bypass land based Grimm, fliers usually don't descend into the canopy much, and it let you survey the terrain better. When they had ventured into the Shadow Lands, they stayed in the trees as much as possible. If that hadn't been an option they would have lasted half as long, if that.

Argos, who had been leading the pack, signaled a halt. A quick few hand signals beckoned the rest to join him on his perch. Shadow had been advancing in a diamond formation. Argos' sharp eyes made him an obvious choice for point man and him being the slowest and first to tire meant another leader might set a pace he couldn't match. Will's sharp senses and San's intuition were best suited in the flank positions, while Dom's throwing knives could be used to provide snap support to any of the front runners who came under attack.

"I got something." Argos pointed to the northeast. San squinted in that direction, seeing nothing.

"Our target?"

Argos just shrugged. "Maybe. Whatever it is, it has a metric ton of Aura."

"Worth looking into." San waved him forward. With a specific target, the diamond formation shrunk inward into a tighter group. They advanced in silence until Argos again called them to a stop.

"Down there." His hushed voice issued over their radios. San craned his head to look, this time seeing their prey. A lone young man was sitting on a rock in a clearing. He outwardly looked to be an ordinary person, aside from his scruffy appearance. He was dressed in tattered clothes with long black hair that fell around his shoulders and generally looked as though he hadn't bathed in weeks, or longer. But San's instincts whispered a warning. If nothing else, they were deep in Grimm territory now, an ordinary person would have been long dead. "He's got more than twice the Aura of anyone I've ever seen; pretty sure this is our guy."

"So how do we play this?" Dom asked, hopping over to near the front of the formation.

"We try talking, but be ready to move in. Argos, you're up." San issued his orders crisply. Argos nodded his assent and leapt off through the trees, circling the clearing. When he was nearly halfway around the clearing he dropped down to the forest floor. Ideally, Subject Alpha wouldn't be hostile but if he was approaching from a different direction than where the rest of them were waiting was a wise precaution.

The young man looked up as Argos landed about twenty feet away from him. He didn't react beyond sullenly staring at the Huntsman with narrowed eyes. Argos straightened into his full height, his spear resting over a shoulder in a way that _looked_ harmless. "Hello there."

There was no response, just more staring. Argos waited, but the other man seemed content to stare at him all day. He shifted awkwardly before trying again. "You mind telling me what it is you're doing out here? You're pretty deep into Grimm turf; it's not very safe around here."

Again, there was a very long silence. Argos sighed. "Fine then, I'll just come right out and ask. Are you Subject Alpha?"

This time the reaction was instantaneous. Subject Alpha lunged at Argos, his face twisted in rage and claws bursting from his fingertips. San had seen Faunus with retractable claws before, but never any that could compare to these. They were each nearly a foot long and razor sharp. Argos' spear slid off his shoulder into a defensive position, knocking away the first swipe and coming around to block the second.

Without so much as a word, the rest of Shadow Squad was already deploying. They moved with oiled precision, the result of years of training and experience. Will kicked a hard ball of air into Subject Alpha's chest, throwing him backwards and into San's path. San slashed at the tumbling man's legs as he passed him. Blood sprayed into the air.

San stared confused as Subject Alpha dropped, his legs with deep wounds in them from where San's sword had connected. It didn't make sense. If his sword had been deflected by Subject Alpha's Aura, that would have be only natural. Or if San had inflicted those wounds with his Semblance, which had the destructive power to penetrate even the immense defense that such a large amount of Aura could provide. But San had attacked only with an ordinary sword, and yet he had done serious damage.

A quick survey of the wounds confirmed it. San's sword had neatly hacked through most of the tendons on both of Subject Alpha's legs. He wouldn't be getting up any time soon; even if he wanted to he no longer had the muscles required to stand. It didn't matter how fearsome his transformation abilities were if he could only lay there on the ground. San couldn't help but feel disappointed; he had been expecting more of a fight.

"San!" Argos shouted a warning. San twisted, but was a step too slow and the fist clipped his side. He spun from the force of it and leapt back to gain some distance. His eyes widened at the sight of Subject Alpha on his feet, with the arm he had punched with now nearly the width of his torso. Subject Alpha roared like a Grimm and surged forward, claws once again sliding out of his fingers. San parried, the blows having far too much power behind them to outright block. Subject Alpha was fighting without the slightest bit of skill or form, but his brute force made him dangerous enough without them.

As San fought, his skills were dulled by his confusion. _How can he be standing? _San had been certain that the damage he did would have crippled him for the foreseeable future. As he dodged a kick, he spotted a smattering of scales covering his enemy's legs. _I see, now I get it. _A slash from Will that caught Subject Alpha across the cheek confirmed his theory when the wound closed in mere seconds, scales forming over it like a scab. Unlike a scab, they spread to cover the lower portions of his face.

Transformation is, in its most basic state, changing part of your body into a different state. That someone with that power could change damaged tissue to whole was only logical. More than that, Subject Alpha was learning from his injuries, covering the damaged areas to make the same attacks ineffective. A transformation Semblance of this quality made him almost invincible; short of destroying the brain, there was likely no way to inflict any lasting damage.

Still, that didn't mean they were helpless. San and Will both slipped behind the flailing arms and slashed the shoulders. Even if he regenerated immediately, Subject Alpha was still unable to use his arms for a few seconds. It was an opening large enough for Dom to rush in and deliver a sledgehammer-like punch to his scaled abdomen, throwing him back through the air into a tree.

"Tell me he can't do this indefinitely." San said as Subject Alpha effortlessly repaired the damage inflicted and bulked up another two feet and hundred pounds of muscle. The analytical part of his brain idly noted the way his blood sizzled and evaporated almost instantly, answering the question of why Azoth's scientists needed the actual man and hadn't just pumped out vats of his blood for their use. Argos shook his head.

"His Aura's been dropping, not a ton but this _does_ take some effort for him."

San smirked. That made their course of action clear. "Then we run him into the ground. Stay clear of vital areas, I don't want his power to run dry right after having his throat cut."

This would be a dangerous battle. Subject Alpha could recover from every injury they inflicted and learn from them. The longer this took the more skilled and dangerous he would become. And San had a feeling that he had yet to really cut loose with the full range of his transformations as well.

While that was all true, there were two other truths here. The first was that this writhing, howling creature was undeniably a monster. The second was that before anything else, Shadow Squad existed to hunt monsters.

With another roar, Subject Alpha charged. Shadow Squad moved as one to meet him.

* * *

Weiss blinked away her drowsiness as the bullhead banked over a clearing. It was one of three, two carrying a pair of teams each and the third with the final team and some instructors. Weiss grumbled as she shifted in her seat, waiting for the bulkheads to open. She had needed more sleep than the brief nap she had gotten while they were in transit. Professor Goodwitch looked in from the cockpit. "We're touching down in 30 seconds, everyone be prepared."

Weiss unfastened her seat belt and rose along with her teammates. As promised, the bulkheads popped open less than a minute later. Weiss and the others hopped out, landing lightly from the twenty foot drop. While they said they were 'touching down,' conventional wisdom was that aircraft flying into Grimm territory never actually landed if it could be at all avoided. Far too many parties had their transportation damaged and been stranded to do otherwise. As the bullheads peeled away, Weiss surveyed the group.

With four teams of upper level students, six members of Beacon's faculty, and Team RWBY, this was easily the largest scale hunting expedition Weiss had ever been on. She was still a little surprised they had been allowed to go.

"_You are not." Professor Goodwitch's declaration was immediate and absolute. "If half of what you've told us is true, then this mission will be far too dangerous."_

_Team RWBY had returned to Beacon and immediately gone to Professor Ozpin's office, still dragging the unconscious body of Dr. Daedalus between them. The doctor had been placed in a secure room and the four of them interrogated as to their behavior for the last few days. After relaying the story of Project Icarus, Ruby had asked when they were leaving to go find Subject Alpha._

"_Come on!" Ruby said. "We've already taken on guys just as dangerous."_

"_Young lady, I would think twice about bragging about your flaunting of school rules." Goodwitch replied icily. _

_Ozpin watched the discussion over steepled fingers. He had said almost nothing since they had arrived, leaving the questions to Goodwitch. Weiss couldn't tell what thoughts were behind that even, level expression._

"_Let them come." Weiss turned to Theron, who had been leaning against the wall since before they entered the office. He looked Ozpin in the eye. "They've come this far, an ending like this won't satisfy them. Who knows what kind of trouble they might get up to if you deny them their closure?" Weiss bristled at the words, but the look he gave the team was a fond one._

_Ozpin sat in thought for what felt like an hour. Finally he nodded. _

"_Sir are you entirely sure this is wise?" Goodwitch asked in the 'you are making a mistake but I really don't want to call you on it' tone that so many people spoke to Weiss' father with. _

"_Quite sure. Team RWBY has the most experience in this matter, that experience will make them an asset on this mission. As a strictly observational role." He said, the last sentence aimed at them. "They will be in little danger in the rear. Understood?"_

"_Yes, sir." Weiss responded promptly, well ahead of her teammates more reluctant agreements. _

Four professors each grouped with a team of upperclassmen to form four teams of searchers. Teams LQOR, MILK, WATR, and CVFY, were the teams with the best skills that were available at the time, so they were Ozpin's picks. Professor Goodwitch laid out a quick plan, using a grid based search pattern to comb the forest. "Each of the five search parties will relay their findings through these communicators." She passed out sets of radios.

"Five?" Ruby asked. "You're letting us go after all?"

"No." Goodwitch bluntly refused. If Weiss didn't know better, she might have said the teacher had enjoyed saying that a little.

"Then who's the last group?" Ruby asked with obvious confusion.

"I am." Theron Samia said with quiet confidence. It was only logical. He had the speed, experience, and combat abilities of any four Huntsmen or Huntresses, so he was entirely capable of acting as his own team.

"The four of you will be staying here until we have confirmed the target is subdued. Only then will we be rejoining the rest to await transport out." So Professor Goodwitch was going to be 'chaperoning' them after all. The inevitable objections from Weiss' teammates were cut off by a shout from Kevin of Team MILK.

"Contact! Beowolf pack, incoming!" Kevin warned while sighting down his rifle's scope. A touch unnecessary, the pack was already easily visible to the naked eye. They were about a hundred meters away, closing fast, and for a rough count Weiss would say around forty. No trouble for a group this large. But before they could ready their weapons, Theron stalled them with an upraised hand.

"If you don't mind, this would be a decent warmup."

He pulled what looked like a knife with an unusually long and thick hilt from an inner coat pocket. With a whirring noise the 'hilt' extended, into several marginally thinner sections. When it was finished, the 'knife' was a spear nearly as long as he was tall. Theron spun it lightly to test the balance then disappeared.

Normally, when someone moved faster than Weiss could keep track of, like Ruby using her Semblance, she still had a general idea of their direction and speed. Not here. As far as she could tell, Theron had just vanished like he'd never been there. Aside from the pile of dead Grimm ninety meters away, anyway. Theron smiled lightly as he compacted his spear and stowed it inside his jacket. The entire 'fight' had lasted maybe two seconds.

_So this is what the world's greatest Huntsman is capable of. _He obliterated a swarm of Grimm with speed solely from his muscles that even Ruby with her Semblance couldn't match. It was both impressive and disheartening. No matter how hard she trained herself, Weiss just couldn't see herself ever reaching that kind of power. He was truly exceptional, someone born with the gift of fighting ability who had honed it with years of training.

"Right," Theron said, as if he had just paused to tie his shoe rather than wipe out a mass of Grimm. "So we'll proceed with the area to the east, then northeast, and so on correct?"

"Essentially." Goodwitch nodded. "You can use your own discretion as to which direction."

"East works for me. Welp, time's a wasting people. Let's get this show on the road." Saying that, Theron set off into the woods at a run. The other teams fanned out into their search patterns and took off as well. Velvet paused long enough to give the team a sympathetic shrug, but soon enough they had disappeared into the underbrush.

What followed was twenty long minutes of them sitting around doing nothing. Yang plopped down on the ground, Ruby paced restlessly, Blake kept glancing into different parts of the woods. Goodwitch kept an eye on her scroll, keeping up with the search teams' progress as best she could. Weiss, long used to waiting, resigned herself to standing for hours. It would in all likelihood take that long for them to sweep this part of the forest and she would rather not get her combat skirt dirty sitting on the ground.

It was while she was standing there that she saw Blake's bow twitch. "Did you guys hear that?" The Faunus in hiding asked.

"Hear what?" Goodwitch asked, looking up from her scroll.

"It sounded like a roar… and a clang." Blake said, scanning the forest with narrowed eyes. She started and pointed to the west. "There it is again."

"I don't hear-" Goodwitch began before Ruby shouted over her.

"Let's move Team RWBY!" Ruby sprinted into the underbrush, Blake and Yang close behind. Weiss let out a long suffering sigh, ignored Goodwitch's orders to stop and come back, and used a glyph to shoot herself after her teammates. As they rocketed through the foliage, Weiss slowly began to hear something herself. There were definite roars and noises that did sound a lot like clangs. They burst into a clearing and the source of the sounds was revealed.

The roars were issuing from the two story tall scaled monstrosity howling and raging about. It had protrusions of what seemed like bone jutting out from its back, and the backs of its arms and legs. Its maw was filled with fangs nearly a foot long, its limbs bulged with muscle underneath its scales. It looked like a Grimm out of a child's nightmare, so many 'scary' features that the effect was rather spoiled and ended up looking overdone and silly.

The source of the clanging was the black figures that were dancing around the monster. It would flail at one and another would dart in and land a blow, the sheer force behind each strike enough to power through the scale armor and draw blood that sizzled away once it hit the air.

One of the dancing shadows glanced their way and began to make his way over. Goodwitch appeared beside Weiss, looking just a bit out of breath. "What in the world is that?" The professor asked, sound both awed and horrified.

"Our target." Sanguin replied as he approached. "What are _you_ doing here?" He asked pointedly staring at Ruby and the rest of the team.

She ignored him, fixated on the creature. "That's Alpha?"

Sanguin nodded confirmation. "The full extent of his transformation ability is impressive."

Argos also disengaged and made his way over. "He's a stubborn bastard but we're wearing him down. Give us another five minutes or so and we'll have him."

"Shouldn't you be helping your teammates?" Yang asked, craning to watch the now understaffed Huntsmen battle.

"Nah, they got it." Argos turned around just in time to see Dom get hit by a foot the size of a refrigerator and go flying into a tree. He pulled himself off the ground, flung a knife that exploded off Subject Alpha's face, and ran back into the fray. "See, it's fine."

"I don't believe in leaving thing to chance." Goodwitch replied, gesturing with her crop and sending a splintered tree trunk hurtling towards the monster. It shattered on its head and only seemed to get its attention. Its eyes widened at the sight of all seven of them and it began to back away. What passed for its courage failed and it turned and ran for it.

"Don't let-" Goodwitch began before Argos shouted.

"Above!"

He and Sanguin tackled Goodwitch and Ruby out of the way of plummeting swords that imbedded themselves in the ground where the two had been standing, more swords striking where the duo themselves had been. Sanguin rose with his hand burning, but the blades jumped into the air out of his reach and withdrew into the canopy. Weiss remembered those hiltless swords from the prison, and their wielder.

"I should have known a surprise attack wouldn't work." There he was, perched on a branch in a massive oak, looking down on them. "Being observant is about all you have going for you, after all."

"Which is a problem for you. Sneak attacks are all _you_ having going for you." Argos replied. Suddenly Dom and Will were standing beside him and Sanguin, all four glaring up at the smirking young man. Mordred himself was joined by his two teammates on the branch. The duo wordlessly dropped down to the forest floor, Lance becoming surrounded by clones as he fell.

"I'll give you one chance to just back away." The spearman said and his brawler friend clanked her gauntlets together.

"Sorry, we've put a little too much effort into putting that bastard down to let you guys just swoop in." Argos answered glibly while Sanguin murmured orders.

"Argos, Dom, go after it. Will, you're with me."

"I want you girls to follow them." Goodwitch was saying. "We'll hold these thugs off."

"What, you're fighting too?" Sanguin asked in a rare bit of levity as the line of clones readied their weapons. Up above them all, Mordred had a sinister smirk plastered on his face.

"This time I'm taking your head, you little bastard." He flexed his fingers and his swords rained down at them. As Weiss dodged, she realized the truth. The blades hadn't been aimed at the group, they had all shot towards Sanguin. He swept a hand in front of himself and sent a wave of crimson energy flying to meet them. The swords all slid out of the way but stopped in the air anyway; Mordred leaping from his perch as the crescent slashed through the branch where he had been standing being the likely reason why.

As the line of clones charged, Goodwitch looked back at Weiss and her teammates. "Quit dawdling and get going!" She raised her crop and deflected a trio of blades while waving them away with her other hand. Weiss turned to her leader. Orders were orders, but in battle she had learned to trust the younger girl's judgement. Ruby decided quickly.

"Yang, you and Blake go help Dom! Weiss, we're gonna help here!"

"Right!" Yang and Blake broke away and sprinted in the direction of the receding howls and sounds of smashing trees. Weiss hefted her rapier, checking the Dust setting before stepping up to cover Goodwitch's flank. The teacher let out an aggrieved sigh before turning back to their enemies. She may be too busy now, a small voice reminded Weiss from inside her head, but after this is over you're going to get in such trouble for this. _Oh well._ It couldn't be helped, really. Her leader had given her orders, after all.

The battle lines had shifted somewhat while she had been distracted. Will was holding his own against a pack of clones while Sanguin, who had that unnerving smile of his back, was facing off against Morgan. Like back in the warehouse, he was landing long, sliding slashes across her body to shave away her Aura. Morgan's heavy gauntlets were too slow to catch the nimble swordsman and her expression grew increasingly frantic as he continued to slash at her. Finally, she slammed her fist into the ground and a shockwave blew a crater in the dirt, knocking Sanguin back. Before he could resume his assault he was surrounded by clones.

Weiss heard the sound of Crescent Rose firing and kicked herself for getting distracted. Ruby was shooting up at Mordred, who was defending himself with a wall of half of his swords. The other half was being gripped by Professor Goodwitch's purple energy, twitching as they struggled. Will leapt up to the branch and a pair of the swords in the wall flew to him. He deflected them but they simply pivoted in midair and raced at him again.

Back on the ground, Morgan was rushing the trio of Huntresses. Weiss shot off a glyph, Myrtenaster at the ready. The rogue Huntress didn't even bother to block or evade, letting the blade scrape off her Aura. She drew back a massive metal fist and Weiss had been too committed to the attack to dodge. The punch hammered her into the ground. Weiss felt like her skeleton had rattled from the impact and she could taste blood. She didn't need to consult her scroll to know her Aura had been almost completely drained.

She groggily lifted her head at what sounded like shattering glass. Flecks of purple scattered from the broken shield Goodwitch had erected. The impact had been enough to throw the woman to the ground, where she lay unmoving. As Weiss pulled herself to her feet, Ruby spun Crescent Rose but the scythe clanged off a gauntlet. Its twin swung around and caught the team captain in the stomach.

Ruby, somehow, had managed to keep standing, a testament to the younger girl's resilience. She still looked as though she had been hit by a van, though. She wasn't in any shape to fight anymore, an assessment Morgan seemed to reach as well. Instead of a more elaborate attack, she simply backhanded the scythe wielder into the ground.

Weiss scoped up her sword, but Morgan didn't seem interested in the two of them anymore. Instead, her eyes were fixed on Professor Goodwitch as the woman stirred. Morgan took a few quick strides in the professor's direction, only to flinch to the side as a gunshot rang out. A line of red ran down her arm from the cut in her shoulder where the round had only grazed her. Morgan glared daggers down at Ruby, who had compacted her weapon into its rifle mode so she could use it from the ground. The rogue Huntress stalked forward. Ruby tried to bring the rifle around but a foot pinned it to the ground. Morgan raised her massive hands over her head.

Weiss lunged forward, propelled by a glyph. She'd make it. The alternative wasn't acceptable. So she would make it. The world had slowed to a crawl but she was still too slow. A second glyph made her even faster. The hands began to descend.

Myrtenaster turned red as it pierced flesh.

The noises of the battling around them dulled. Morgan looked down at the steel embedded in her chest. Gently, she tapped the rapier's hilt with a gauntleted finger. "Huh."

Then she coughed blood into Weiss' face. Weiss watched her collapse expectantly, as if Morgan was going to get right back up again. The part of her brain that was still thinking suggested that she should probably retrieve Myrtenaster.

"Morgan!"

A line of wood slammed into the side of Weiss' head. She tasted dirt and looked up through bleary eyes to see someone in black scooping up the prone Huntress and running away. Other people in black converged on them, metal flashed in the midday sun. Her eyelids felt extremely heavy, Weiss let them fall shut just for a few seconds before she'd get up and back into the fray.

Distantly she heard someone calling her name. She cracked open an eye to see Ruby hovering over her concernedly. Weiss repressed a sigh. She took a pair of blows that could have caved in her ribcage and Ruby was first concerned with someone else. Her partner took consideration to almost objectionable levels sometimes.

Weiss gingerly picked herself off the ground. Yang, Blake and the four members of Shadow squad were all clustered around a body lying on the forest floor. There was no sign of Phantom squad, aside from two pieces of a broken sword embedded in a tree. Assuming the body everyone was gathered around was Subject Alpha, that would make their mission here a complete success. Except for the fact she lost Myrtenaster, of course. Her mouth curled into a frown at the thought. She could replace the rapier easily enough, but she had gotten attached to that piece of sharpened metal after all, despite Weiss' initial dismissiveness of her tutor's claims she would.

"Uh, Weiss?" She turned to see Ruby and Goodwitch looking at her strangely.

"What?" Ruby fidgeted, looking from her face to the ground and back again. She clearly wanted to say something but seemed to be having a hard time finding the words. After the silence had stretched into the realm of awkwardness, Goodwitch held out a handkerchief. Weiss stared at it in confusion, was this supposed to be a consolation for losing Myrtenaster? A few long seconds later and the professor stepped forward and, with a gentleness that surprised Weiss, dabbed her face.

The handkerchief came away crimson. _Oh, that's right. Her blood got on me. _Reminded, Weiss began to clean her face with her sleeve, but paused to consider she didn't want to get her clothing dirty. She decided to let it be, it wasn't a big deal. "Shouldn't we call in the other teams?"

"We already did." Goodwitch replied. As if on cue, a bullhead roared overhead. She crisply issued orders. "Let's get our target loaded up and be gone from here." For some reason, she seemed to glance back at Weiss. "I'd like to get us back to Beacon."

* * *

AN:This chapter, man. I've been waiting to get to this one for a while. The battle with a monstrous creature in the woods was the first thing I visualized the characters that became Shadow Squad doing. In hindsight I think I spent too little time on the last chapter in my haste to get to this one.

As an aside, I know that strictly speaking bullheads don't seem to have seats, but that's a stupid design for a people carrier so I'm ignoring that.

Random backstory time: Umbra Academy has a public ranking system for its students, like the ones anime has told me Japanese schools have. A year before our story, the highest ranked fourth year (Mordred) challenged the highest ranked third year (Sanguin) to a duel and lost. As a result, San took his spot as the top student in the academy. Mordred has held a grudge ever since and unlike his two teammates, who were quietly terrified of the idea that Woden would send Sanguin after them, has been looking forward to a chance to settle the score.

As always, thanks for reading and drop a review if you spot an error or just have some criticism for me. I appreciate it, and I'll see you guys next time.


	14. Chapter 13

**Chapter 13**

The heartbeat monitor continued its rhythmic beeping, each chime a reminder of his failure.

Lance sat at Morgan's bedside, his head down. He replayed every moment of the battle in the woods and his actions during it incessantly, looking for anything he might have done to spare his teammate and friend her injury. So far, he hadn't. He had fought to the best of his ability and did all he could to defend both his teammates.

That was what burned. If he had failed because of some error or mistake, he would berate himself, take responsibility for the consequences, and never make such a mistake again. But this, this had happened simply because he was not strong enough. There was no quick and easy fix, no way to tell himself this would never happen again If the situation were to repeat itself he would be just as helpless then as he was for this one. And so he maintained his vigil, cursing himself for his powerlessness.

"How is she?" Lance looked up into Guardian's concerned face. He must have arrived at their new base of operations fairly recently. The caverns were they had set up shop were buzzing with White Fang hurrying to complete the device. At this point, they ought to be done in a matter of hours, aside from the missing critical component. Lance sighed.

"That White Fang doctor says she'll live, maybe, if nothing causes her condition to deteriorate. All we can do now is wait and pray her Aura is up to the challenge." If they were in a proper hospital in a city, things would be different. But out here in the ad hoc base they had set up in the wilds, they had none of the resources to actually help Morgan beyond making it as easy as possible for her to heal herself. Thankfully, Morgan always had a decently sized Aura, but even so…

Guardian's face was lined with regret and tiredness. "I should have been there. If I had, this wouldn't have happened." Lance couldn't argue, it was probably true. "I _could_ have been there, if I hadn't been so fixated on maintaining my cover."

"It is what it is." Lance turned back to watch Morgan's chest rise and fall. He had no interest in debating who was most to blame. He already knew it was himself.

"Well, no more." The quiet declaration dragged Lance's attention back to Guardian. "It's past time for me to take an active role." Guardian gave a mirthless laugh. "I'd never expected I'd let my comrades fight alone because I let my hand be tied by politics. Time to cast the die and let the chips fall where they may."

"You'll need some extra hands." Lance said, standing. He led Guardian out of the makeshift patient's room, wary of waking Morgan. Knowing her, if they did she'd insist on taking part, hole through her chest or no. Guardian shook his head.

"I can handle it. I need you here to begin the cleanup. Speaking of which…" Lance followed his gaze down the hall to the approaching Mordred.

"Where are they?" Guardian asked.

"Gone."

"What do you mean gone?"

Mordred's scowl deepened. "I mean I've been all over this miserable hole in the ground and haven't seen one trace of Cinder or her flunkies."

"They were here when I got here." Guardian replied, eyes narrowing.

"That's probably why." Lance muttered. At Guardian's look he continued. "One look at you and I bet they saw the writing on the wall. Not surprising they booked."

"Treachery is to be expected in these sorts of environments." Mordred folded his arms. "You overplayed our hand so they bailed."

Guardian sighed, looking bone tired. "Fine, fine. As long as they didn't take the White Fang with them we'll just have to track them down later." He smirked mirthlessly. "At least this gives us another reason to resolve this as soon as possible."

"Guardian!" The three of them turned at Adam's shout. Lance, despite himself, actually liked the young terrorist. He was, for a narrow minded bigot, surprisingly adept at seeing the bigger picture. He saw no reason to waste his time fighting every human he saw, like some of his contemporaries, when he could be using them to topple the real agencies of human power. What was the point of killing a few human Huntsmen when with their help you could make Faunus the dominant race on Vytal? "We have a big problem."

"Oh, _now_ what?" Guardian asked wearily.

* * *

In Beacon's mess hall, the members of Team RWBY and Shadow squad were dining. They had arrived back from the mission the night before and all gotten some much needed sleep. Well, six of them had. Weiss had gotten up in the middle of the night and left the room for nearly two hours, while Ruby waited up for her to return. That morning they were summoned by Professor Goodwitch to talk to Professor Ozpin, only to find the headmaster was away for some reason. Argos had suggested breakfast and that was that.

The talk of the table had turned to their mission and the ongoing hunt for the remaining members of Phantom squad and Mortis Manus.

"I doubt they are still together." Argos was saying. "If nothing else, Lance working with the White Fang means Mortis needs to be keeping his distance."

"That may be true, but do you really think Lance would let _Mortis Manus_ run around a free man?" Dom replied. The muscular Huntsman kept pausing in between bites of toast to flip up a knife and tinker with its mechanisms. The ones he finished with were tucked away and a new one replaced him. For her part, Ruby did want to get a closer look at the knives' intricate system of charges and detonators, but she other things on her mind at the moment.

"Who says he can keep Mortis in check? That would be a shaky prospect even with Morgan, and without her there's almost no way."

Weiss twitched for the fourth time in as many minutes. Ruby was starting to get worried. The perfectly poised Schnee heiress didn't get jumpy, at least not very often. And while she tried to tell herself otherwise, Ruby couldn't help but notice all of them had happened after Morgan had been mentioned. Weiss had also taken to staring off into space at random. She got this haunted, thousand yard stare on her face when she did.

"Weiss?" There was no reaction. "Weiss?"

This time the heiress jumped and whirled around to face Ruby. "What?" Weiss asked sharply.

Ruby cowered before the intensity of her partner's stare. "I was just, um, wondering if everything's okay?"

"Yes, I'm- everything is fine. Why wouldn't it be?"

"It's just…" Ruby cast around for a reason, fully aware that the entire table was watching them now. "You haven't touched your food."

Weiss looked down surprised at the completely full bowl of oatmeal as if she had no idea it had been there. When she looked up, Ruby got the feeling Weiss was intentionally avoiding meeting her eyes. "I'm just not hungry." The heiress stood suddenly, her face pensive. "I should go; I need to assemble a replacement Myrtenaster." She turned and left without another word.

Ruby watched her go, a dozen different sentences dying on her lips. What could she say, that it was okay, that she was grateful for Weiss' actions? The latter she had already said at least three times on the flight back to Beacon, the former wasn't true.

Back at the table, Will was pointedly staring at Sanguin, who shrugged and shook his head. Will folded his arms and continued to glare. Sanguin met his gaze for a long moment before caving, sighing deeply and getting up from his seat. He reached over into Argos' pocket, pulling out something metallic that Ruby didn't identify before it was put away in his own pocket. Argos protested weakly but was instantly cowed by a sharp glare. Ruby followed the wordless exchange confused.

As Sanguin walked away, Will faced Ruby. "Don't worry, San will get her sorted out. He has his own experience with what she's going through."

"Really?" Ruby wanted Weiss to snap out of it, obviously, but there was a small, unpleasant part of her that dismissed the bloodthirsty warrior of being capable of empathy for someone regretting killing someone. Will just smiled, as if he could see her thoughts printed on her face and nodded.

"Yep." Argos chirped, helping himself to Weiss' oatmeal.

* * *

Weiss laid out the last of the parts in front of her. She had retrieved her spare set of sword parts from her room and come to Beacon's weapon maintenance workshop to assemble them. The workshop was completely empty, with a jolt Weiss remembered that classes were in session. She knew the team had permission to be skipping, since they were supposed to be meeting Professor Ozpin right now, but she still worried they might get behind and their grades would suffer. She made a mental note to ask Pyrrha for the notes of the classes they shared, the Spartan being the most diligent at her schoolwork out of her team.

With that worry resolved, Weiss set to work creating a new weapon. It was a fairly simple process, one that she had first done when she twelve. Her tutors had insisted, citing soldiers who could disassemble and reassemble their weapon blindfolded in mere seconds. And those were men and women with the massive support structures of the kingdom behind them, the kind of support a Huntress operating largely alone in the wilds could only dream of having. There weren't all that many steps, you just had to assemble the revolver mechanism, add it to the structure of the hilt, then ensure the Dust flowed properly from its compartments into the blade. She'd need to order some more esoteric varieties of Dust she used, but otherwise she could have a brand new rapier in just under a half hour's work.

As she worked, her familiarity with the process worked against her. Weiss had come here to occupy her mind with the work, but the ingrained actions left her hands operating without much input from her brain.

"_Huh."_

Weiss' nonexistent breakfast threatened to come up again. She clamped down hard on the memory. It did no good to keep reliving that moment, seeing the look on Morgan's face, the resistance as Myrtenaster pierced flesh. She had already spent last night walking the school's ground until she was too tired to dream, hoping that would prevent a second nightmare.

The door opening broke through her fugue. Sanguin, with his sword slung over his back, entered and headed straight for the supply closet. He pulled out a whetstone and a drying cloth and sat down at the work station next to hers.

Weiss already knew where this was going. He was going to give her some talk about how what she did was necessary and how she had saved Ruby so there was no reason to feel guilty. Well, she already knew all that. It hadn't stopped the nightmare she had last night, or the way her stomach hadn't stopped churning since then. Did he really think some cheap platitudes would make her feel better?

Apparently he didn't. Sanguin didn't say a word to her; he just examined his sword, tsking at the nicks and dents along its length. He placed the whetstone in front of him and began to sharpen his blade, the metal rasping as it slid along the stone. He settled into a rhythm, the sounds of sharpening making a curious music.

Satisfied that he wasn't going to be bothering her with any speeches, Weiss resumed her own work. The two of them worked in silence. The melody of the stone and sword pervaded her brain; she found her hands moving to the same rhythm as Sanguin. Weiss finished the revolver mechanism and had just started to carefully fill the compartments with the appropriate kinds of Dust when Sanguin finally spoke.

"So, did you like your first kill?"

Weiss' hand jerked and ice Dust spilled onto the table. It took some quick movements on her part to keep the half-finished rapier from being trapped in the block of ice that formed. She rounded on him angrily. "Did I _like _it?"

"Yes." Sanguin was unperturbed at her reaction. He didn't as much as look up from his sharpening as he waited for an answer.

"No. No I did not like it." Weiss said bluntly.

"I did." Sanguin replied. He must have seen her expression out of the corner of his eye because he elaborated. "My first kill, that is. I got a big rush from it, made me feel alive. I liked it so much I went right out and killed someone else. Of course, they were trying to kill me at the same time, so it's not like I had a ton of options at the time."

He stared past her, and for a man remembering allegedly happy memories he looked rather melancholy. He shook his head slightly and returned his attention to his sword. He eyed the edge and, apparently satisfied, put the whetstone away and began to rub down the sword with a cloth and slow methodical movements.

"I'm rambling, aren't I? Anyway, that's how I reacted to my first kill." He raised the blade to eye level again, eyeing it critically. "I wouldn't say that's particularly normal, or anything. The first time Argos killed someone, well, first he finished the mission because despite how he acts he's a professional. But after, he locked himself in a room and got shitfaced on this." San reached into a pocket and pulled out a silver flask. Weiss just stared at it until he thrust it closer and she reluctantly took it.

"Noxian Fire." Sanguin explained as she uncapped the flask and took a tentative sniff. "They call it that because it burns. That's not hyperbole; keep it away from an open flame."

Weiss couldn't say for sure what compelled her to take a sip, but she did. And then immediately spat it back out, hacking and wheezing. That might have been the worst thing she had ever put inside her mouth. Sanguin reached over with his rag and mopped up the salvia and liquor on the table.

"Nasty, right?" He asked. "Argos drank the whole thing, somehow, and came out the next day fine other than a massive hangover. Since then, whenever he's needed to kill someone he pulls that out and drinks to forget. Not the best way to get over guilt, but if it works who am I to judge?"

Weiss just stared at him. Where was he going with this?

"The point is, you have options. You can quit being a Huntress and never have to kill again, learn to like it like I do," Sanguin gestured with the flask. "drink your way through like Argos does, or find a healthy way to deal with it. Sanguin stood. "You're not the type to like it and drinking clearly isn't your thing. So you can quit, no shame in that, this lifestyle isn't for everyone, or try talking to someone about it. Maybe those teammates of yours you're trying to avoid."

He turned and left, waving over his shoulder as he went. As he exited, as if waiting for him to leave, Ruby slipped into the room. She sat down in Sanguin's spot, ignoring the mess he had left behind. She looked pensive and before Weiss could ask what she wanted Ruby grabbed hold of her and pulled her into a hug. Weiss pushed back, but Ruby just tightened her grip and hung on. She didn't say anything, because there wasn't anything she could say. She just held Weiss with all her strength.

Weiss didn't cry, but it was a close run thing. She lost track of time while they sat there embracing. When Ruby finally pulled away, she smiled despite her own watery eyes. Then she spotted the in progress Myrtenaster and her expression lit up. "Oooh, is that your sword? Let me see, I've always wanted to check out the revolver hilt."

Weiss watched her teammate fawn over the weapon and for the first time since yesterday the beginnings of a smile touched her lips.

* * *

Team Milk was enjoying a rare bit of leisure time in the manner they usually did, arguing. Or rather, Kevin and Ian were arguing while Michael watched and Luke ignored them.

"It totally _was_ a waste of time." Ian was saying. "We wandered around the woods for a few hours then came back home. What was the point of that?"

"Well for starters," Kevin started ticking off his fingers. "we killed some Grimm. That right there is a good usage of our time as far as I am concerned. Secondly, we got to watch Theron Samia in action. The man's practically a living legend. Thirdly, if we weren't in the field then the other part of our group wouldn't have completed the objective."

"Look, if a team of freshmen were able to get the job done, then they really didn't need us after all now did they." Ian fired back. Luke looked up from where he was laying in the grass. The four of them were in their usual spot, the part of Beacon's lawn that some would say was dangerously close to the massive cliffs. Kevin had been the one to suggest they first hang out here and like most things he ended up getting his way. For all he was the team leader, Michael mused, Kevin was the one who ended up calling the shots. If only because when he wanted something he was willing to argue the point until no one else cared anymore and he claimed victory by forfeiture.

"They had help from that team of foreign students." Luke said. "They certainly couldn't have copped it on their own."

"I don't know," Kevin said. "I've heard things about Team RWBY. They get into a lot of trouble _and _get back out of it too. I bet they could handle themselves just fine."

"Which means they didn't need us to join them out in the field." Ian pounced on the point.

Michael bemusedly watched him and Kevin continue their debate while Luke tuned out again. For his part, Michael thought the hunting mission had been poorly arranged. Deploying that many teams only for none of them to make contact and two teams that weren't supposed to be in the area did. It didn't fill him with confidence regarding Professor Goodwitch's planning skills. Still, what's done was done, the mission was a success anyway, and it all worked out okay.

"Excuse me." Michael turned towards the smooth, pleasant voice and froze. His teammates were equally stunned. Mortis Manus smiled lightly. "I was wondering if you could do me a quick favor. I've come to speak with the heads of this establishment, but I didn't arrange an appointment. But I suspect they'll come running at the sounds of your screams."

That was all the cue MILK needed. Ian sprang off the grass, sliding his shock batons free as he lunged. Mortis fended off the flurry of attacks by nimbly slapping away Ian's hands and wrists before he could make contact. Despite being completely out matched, Ian kept the mass murderer at bay long enough for Kevin to step in with his sword and Luke with his hammer. Instead of withdrawing from the three on one bout, Mortis charged in himself.

Michael observed from a distance, struggling with his panic. Rushing in now would be a mistake, his teammates were already getting in each other's way somewhat and adding another body would only make that worse. Besides, Michael's whip-sword was hardly a precision tool at the best of times. Instead, he watched closely, getting a feel for their enemy's style and technique. Mortis fought with flowing movements and an emphasis on using his hands over his feet. Instead of outright dodging he would deflect the attack by pressing against a non-dangerous part of the weapon, such as the flat of Kevin's sword.

After one such deflection, Mortis grasped Ian's baton and with a jab into the wrist from his other hand stole the weapon from the loosened grip. He hooked a leg around Ian's ankle and sent him sprawling. Mortis twirled the shock baton and jabbed it into Luke's side, pumping Luke full of electric current. Kevin tried to intervene but Mortis caught him under the chin with a kick. From the ground, Ian had changed his other baton into a pistol and took aim. Mortis threw his pilfered weapon into his head and the shot went wild.

Now. Michael stepped in and sent a scything slash with his bladed whip. Mortis couldn't deflect that like he did the others and was forced to evade. Michael kept him at bay with a flurry of attacks, but he was fully aware that was just a stalling tactic. Thankfully, stalling was working out for him. Kevin was back on his feet and glancing to the left Michael spotted members of Team PNTR approaching quickly. If they could overwhelm Mortis with numbers and start attacking from range, they could take him.

Strange, there was a warm wetness flowing down his legs. He better not have pissed himself, the guys would never let him live it down.

"MICHAEL!" Kevin screamed.

Michael looked down to see a hand touching his stomach. No, not touching, embedded within it. Michael stupidly looked up to see Mortis smiling serenely. "If you're going to look away from your enemy, they'll make you regret it." He explained as if talking about the rules to some sport. He wrenched free the hand that was covered in a pulsing red that wasn't blood.

Michael heard screaming as he fell. It wasn't until he was on the ground that he realized it was him.

"See, that wasn't so hard." The last thing Michael saw before the world went black was Mortis Manus smiling down at him.

* * *

AN: So this is the chapter where I learned I can't write PTSD worth half a damn. Oh well, it's only the main focus of the chapter, nothing important. Mortis finally takes to the stage and starts to have some fun. I've been waiting to get him more involved, but it's hard to drop him in because he'd just kill everyone. That and I had a hard time getting his personality down into a coherent shape. Speaking of, I was never really satisfied with his speech to Mordred back in chapter 8, so I went back and redid it. You can check out the new version, I feel it hits closer to the idea I was going for.

Special shout out to **Lord Jaric** for his consistent reviews and feedback. I can't overstate how much of a motivation boost those have been. Let me know if you find any typos or other errors, I still don't really have a proofreader or anything.


	15. Chapter 14

**Chapter 14**

The lights were spaced along the walls just enough to dispel the darkness, not to truly illuminate the hallway. The vaults beneath Beacon containing the Grimm holding cells were all poorly lit. Ruby wasn't sure if the point was to emphasize the darkness of the creatures within, or the school's administration didn't feel like spending money on the electricity needed to light up an area people almost never went. Either way, the end result was there was a distinct creepiness that came with being in the vaults. Behind the sealed doors, you could faintly make out the sounds of Grimm prowling in their cages or struggling against their restraints.

"I'm still not sure we should be down here." The ever cautious Weiss was saying. Normally, Ruby found her constant nagging annoying but now she was just glad Weiss had more or less come out of her funk. Ruby knew enough to know that it wasn't likely to stick, but you had to keep on someone and keep them from dwelling on it. Which was part of the purpose of this little field trip.

"Oh, it'll be fine." Ruby reassured her partner. "No one's gonna care if we just take a quick look." Privately she wasn't entirely sure about that, but after staring death in the face the threat of detention didn't have much sting to it.

"Besides," Yang added. "Don't you want to see him? You never did get a close look earlier." Ruby and Weiss hadn't been in the group that brought Subject Alpha down, and the team had flown back in a separate bullhead. Consequently, Ruby hadn't gotten any more than half a look at the man at the heart of Project Icarus. She was really curious. They passed several more cells until they reached the end of the hall and a thick and heavy metal door. Yang pressed the button on the wall beside it and the door slid open with a grinding noise that suggested it wasn't used very often.

Within was a large space, nearly completely empty. Contrary to the area outside, this room was brightly lit with fluorescent lights. Coupled with the bare pale walls and floor, it almost felt like a white void. The only thing that broke the effect, the only object in the entire room, was a black metal cell standing in the center of the room. It stood eight feet tall and half as wide with handles dotting the outside so it could be carried, though even Yang would be hard pressed to lug it very far. The only gap in the exterior was a small window sunk into the metal at about face height.

Ruby stepped forward and peered through the window. All she could see was a bruised face with shaggy black hair. His hands were locked into restraints above his head with the distinctive hum of active Aura surpressors. The way his eyes were closed tiredly and how he seemed to hang there limply, he looked as though he had been beaten into submission. Which, come to think of it, he had. "Did they really need to lock him up like this?"

"He's dangerous." Blake replied softly. The cat Faunus didn't like it much more than Ruby did, but she was a realist. "He attacked Shadow squad without warning; we can't leave him to his own devices."

"Yeah, but…" 'It's wrong to treat people this way', Ruby might have said but it sounded painfully childish even to her. There was just something about his haggard appearance that made her feel really sorry for him. He had been kidnapped, imprisoned, and experimented on. She couldn't really fault him for being mad as hell about it.

Ruby had intended to watch Alpha for just another moment, but she jumped backward as his head rose and eyes opened. He stared at her, eyes narrowed and saying nothing. They stayed like that, watching each other silently for a minute. Finally, he caved. "What do you want?" His voice was scratchy, like he hadn't used it in a long time.

"I don't want anything." Ruby answered. "What do _you_ want?"

Alpha's eyes widened a bit before narrowly suspiciously. "I don't want anything."

Ruby was pretty sure that was a lie, but didn't press it. Something occurred to her. "What's your name? Subject Alpha can't be your real name, after all." It'd just be rude to keep calling him that.

'Subject Alpha' didn't respond to her question. He just slumped against his restraints and dropped his head again. Ruby tried to cautiously prod him into answering. "Well…? Is it Jason? Or Hector? Or, wait, let me think…Hercules?"

He looked up and stared at her with emotionless eyes. "I do not remember."

"You don't remember your name?" Weiss asked incredulously. Ruby had almost forgotten the rest of them were there. "How?"

Alpha looked past her, not seeing any of them as he relived his memories. "The scientists put in their machine to be their fuel, ripping my power from my body for their experiments. Every time they did so, I had to put my mind back together myself." There were the faintest signs of a smile on his face, as if he wanted to try to play it off as no big deal but couldn't muster the nonchalance needed. "Eventually, things started to slip away. My name went pretty early, I think."

Ruby digested that. It was a common enough urban legend that a person's Semblance was a manifestation of their soul. So, if you were having your Semblance forcibly activated and twisted by someone else, that would probably do a number on your psyche. Alpha kept talking, the dam broken. "I can still remember I had a brother, and a mother. But _not _a father, that I am very clear on. Even if I've forgotten why, I can still remember that." His eyes burned with a quiet determination, despite the hauntedness. "I _will_ not forget."

Ruby stood deep in thought for a moment before making her decision. "Okay then, I'm gonna call you Frank until you can remember your real name."

"What?" The painful emptiness of the newly christened Frank's expression had been replaced with surprise.

"Ruby, you can't just give him a new name." Blake admonished.

"Sure I can." Ruby replied, already committed to the idea. "It'll just be a temporary one until he gets his memory back. 'Sides, we can't just keep calling him Alpha, that'd be weird."

"Why Frank?" Yang asked.

"I dunno, he looks like a Frank to me."

Weiss sighed, resigned. "Won't you be used to calling him Frank by the time he gets his name back?" She tried to reason. "You'd keep calling him by the wrong name."

Ruby pshhed. "Frank can just be a nickname by then. You worry too much."

All of them were interrupted by a quiet chuckle. Frank was watching them with a slim curl to his lips. "And what is _your_ name, girl?" he asked Ruby.

"I'm Ruby Rose. That's my sister Yang, and our teammates Weiss and Blake."

Frank cocked his head. "Ruby Rose, you are without a doubt the oddest scientist I have ever met. None of the other researchers cared what I was called."

"Huh?" Ruby didn't know where he was getting that. "We're not scientists. What makes you think that?"

Frank looked at her like she was an idiot. "Who else would know me as Subject Alpha?"

Before she could reply, the lights shifted to a red hue and a klaxon began to blare. Over the noise, Ruby could make out a crisp female voice coming over the PA system. "All students are to be advised, the campus is under lockdown. All students are to report to designated shelter areas immediately. Failure to comply with this instruction will result in exceedingly strict disciplinary measures."

* * *

Beacon's communication room, about two thirds of the way up the campus' central tower, was the scene of devastation. There was a rather large hole in one of the walls, none of the room's advanced surveillance or communication equipment had been left in functioning state, and that wasn't even considering the bodies that littered the floor.

Blood dripped freely from the gash in Glynda's leg. It wasn't a truly serious injury, though it was enough to keeping her from standing or putting weight on the leg. At first, she had thought herself extremely fortunate when she had survived a brush with Mortis Manus' famous Bloody Hand with only a minor wound. Then Bart had darted in to protect her and been nearly disemboweled by Mortis, and she understood.

Conventional military thinking, contrary to what the average citizen might think, disapproved of killing enemy combatants in most cases. A dead solider was one enemy out of the fight, but a wounded one wasn't likely to be doing much fighting either. And not just him, someone had to take the injured back to a medical facility, someone had to tend to him, someone had to produce the medical supplies used and bring them to the front lines, and so on. Mortis had fought in the Faunus War, he knew all about the strategic benefits of creating and exploiting weak points. Dead, Glynda had no benefit to him. Alive, she was a distraction for her colleagues, they would try to save her instead of devoting their full attention to him.

Even knowing that, Glynda still couldn't bring herself to let Bart and Peter die. The two of them had been nearly torn open by Mortis, but they were both still alive. If she used one hand each, she could keep them from bleeding out with her power, but between that and her damaged leg she was more or less immobilized. Mortis stood barely five feet away, but mustering her power to attack meant abandoning one of her friends to death. Even when he stepped over to her and raised a glowing crimson hand over his head with his head with a smirk, she couldn't do it.

Mortis' grin vanished and he sprang backwards like a bolt of lightning. Glynda could only blink in surprise as her impeding death fled as if he expected her to kill him instead. Mortis seemed to share her confusion, glancing around the room with narrowed eyes. When they landed on the doorway, and the man inside it, confusion gave way to understanding.

"I see." Mortis straightened up from his crouch. His easy, unnervingly so, smile had returned. "So that was you, not her. May I say, you're a bit later on the scene than I had expected."

Ozpin said nothing, ignoring Mortis in favor of walking over to Glynda. "How are your injuries?" He asked in controlled tones.

"I'll live." Glynda strived to match his composure and fell a bit short.

"And the others?"

"I have them, for now."

"Good." Ozpin said in the same even voice. You had to know him as well as Glynda did to hear the anger simmering below the surface. Currently, Beacon's headmaster was _furious_. "Why are you here?"

Mortis cocked his head as if confused. "For you, why else? Your students and faculty were decent appetizers, but I always intended for you to be the main course. I wonder what your eyes will look like when I kill you. Narrowed with rage, wide with shock, a bit of both maybe? Shall we find out?"

Ozpin's eyes narrowed. "If you wanted to fight me so badly, you could have just asked."

Mortis chuckled. "Do you think I'm an utter fool? If I had challenged you to a formal duel somewhere, you would have just swarmed me with your tin soldiers. And even if I turned them all to scrap, you would have attacked in force instead of providing me with the battle I wanted."

Ozpin's grip on his cane tightened. Glynda felt as though the air were crackling. "I see. Do you have anything else to say before we begin?"

"There was one thing I wanted to ask you." Mortis looked surprisingly thoughtful. The expression was out of place on a man who looked so gleeful at the thought of causing others harm. "Why do you allow yourself to be chained?

"A man with your power could create drastic shifts in society and the world with even minor actions. Yet you refrain. You allow pencil pushing bureaucrats and armchair generals to dictate how you act. You huddle inside this school and pretend that you're making a difference, but we both know there are a dozen people who could do your job. At the end of the day, what have you really accomplished?"

"I could ask you the same question." Ozpin replied. "You were born with the natural gifts that could have let you become the world's greatest Huntsman. All you've managed is to be its greatest murderer."

Mortis laughed. His laughter was unnerving for how normal it sounded. It should have been shriller, or with a mocking edge to it. This warm, mirthful chuckling belonged here less than Mortis did. "I kill because I enjoy doing so. I have no other real desires, so I accomplish everything I intend to by killing. You, on the other hand, claim to be trying to safeguard the world. And you've done a great job ending the Grimm menace, or stopping humanity from trying to destroy itself."

"You don't understand the point of Huntsmen and Huntresses." Ozpin replied. He spoke quietly but firmly and Glynda could feel the power emanating from his words. "We struggle. We strive. We keep advancing closer and closer to the better world we aim for. The Grimm will not be eradicated in my lifetime, or in a hundred years. But one day, one day they will. You, who are only interested in satisfying your own twisted impulses, lack the maturity to respect the ideal of working for tomorrow's sake."

"Hmph. We'll see." Mortis raised his glowing hands. "The true test, after all, is surviving. If you die then all your pretty ideals amount to nothing, do they? If you can defeat me, I'll acknowledge what you said had some merit." The smirk on his face said how likely he thought that would be. Ozpin shifted his grip on his cane, readying it for battle. He and Mortis stared each other down, both waiting for the slightest opening to attack. The tension in the room sharpened, the air filled with the pressure of two master warriors' killing intent.

The opening came when Mortis took a step back all of a sudden. Ozpin didn't move in, however, because a brilliant crimson crescent burst through the floor where Mortis had been standing. Mortis took a quick step to the left and dodged a second crescent. Something seemed to occur to him and he glanced behind him. Glynda understood a second before it happened. The first two slashes had met at their respective ends. The third slash connected their other endpoints and finished the triangle. Mortis dropped as the floor he was standing on was quite literally cut out beneath him.

Mortis fell three stories with his piece of the floor. Unfortunately, he retained enough sense of mind to escape the plummeting concrete triangle without suffering any serious injury. Even so, he was impressed. The Bloody Hand slashes had passed through solid floors to reach him and required perfectly precise aim to perform that little trick. He looked out across the new room he had fallen into at his grandson and his friend. Sanguin's left hand flickered with their shared power, his sword sheathed on his back. The spearman's gaze pierced Mortis, almost unnaturally so. A vision related Semblance? It would explain how Sanguin had been able to line up his shots so perfectly.

"Argos, get going." Sanguin said, his eyes not leaving Mortis.

"You sure?" Argos asked back, also not looking away from their enemy.

Sanguin nodded. "I can take him. You know where you're needed."

Clearly reluctant, Argos turned to leave. "Right. Good luck." He left the room at a run. They were still fairly high up Beacon's central tower, in a largely empty room with desks and tables scattered here and there. Some sort of study space, probably. There was enough clutter to complicate the battlefield, but not enough to really get in the way. Sanguin had chosen the site of their battle well.

"It's good to see you again." Mortis said joyfully, as if he were talking to an old friend he hadn't seen in months. He eyed his grandson critically. "Your demeanor is much improved from last time." Sanguin didn't respond beyond a slight narrowing of the eyes and a few steps to the left around the pile of rubble his trap had created. "If you've chosen to fight me, I take it you have indeed mastered our family's Semblance?"

That got a rise of him. "Why don't you come over here and find out?" So Mortis did.

Their hands collided with a flaring of red energy. Mortis lashed out with his free hand and Sanguin twisted away. Disappointed, Mortis pressed the attack but made sure to stay on his guard. It would be the height of irony if he fell to the same trick he had first caught his grandson with. But as their fight continued, he became more and more convinced Sanguin remained only able to use one Bloody Hand at a time.

That was not to say everything was going Mortis' way. Sanguin was a much younger man, with skills and instincts sharp and honed from his training and frequent battles. In that regard, he was greatly superior to Mortis, whose own skills had degraded from his long years in prison. It was enough of an edge to keep Sanguin a step ahead of Mortis' numerical advantage in their Semblance and then some. He caught Mortis' fist, stopped the other hand by grabbing it by the wrist, and hooked a foot around Mortis ankle. Knocked off balance, Mortis was able to knock away the Hand powered punch but not the foot that slammed into his stomach. Sanguin slapped aside the counter attack, and spun away unharmed. Mortis let up, if only to get some air back into his chest.

"So, come clean." Mortis said to justify the pause. "Are you actually capable of using both hands, or not? Because it seems as if you still don't understand our Semblance at all."

His grandson glared at him. "I understand our power completely. It is fueled by rage and the desire to destroy. The more you hate something, the more powerful the Bloody Hand becomes."

"Then why can you not use both hands?" Mortis asked. "You've made it abundantly clear your hatred for me goes down to your bones. If no one else, I should be the one person in this world you could use the full power of the Bloody Hand against. I don't understand why you are so…so weak."

Sanguin straightened up from his stance, resigned to talking. "You wouldn't. The only way you would understand is to say we each have our strong suits."

Mortis gave a predatory grin. He'd been waiting for this. "That was true back at the prison, but I happened to fit in some training since then." He drew back a burning hand. "Observe."

His flying crescent was met by one of Sanguin's. His grandson had counterattacked immediately. "Impressive." Mortis let the flames on his hands burn brighter. "But I wonder if you can keep up." Mortis unleashed a storm of slashes.

* * *

"Ruby you heard the announcement, we have to go."

"I'm not leaving Frank here by himself!" Ruby was adamant about that. "He'll be in danger, locked up like he is."

"We'll be in danger if we stay here." Weiss fired back. "Do you think they lock down the school just for fun? We're probably under attack or something."

"And who would attack the school other than those guys trying to get back Frank?" Ruby played her trump card.

Before Weiss could reply, probably something about the implausibility of two Huntsmen attacking the entire academy and the school being locked down in response to that, a whirring of machinery caught their attention. Frank had maybe two seconds to look worried before electricity began to pump into his body. He gave a strangled cry before slumping over, unconscious. Ruby turned to see Theron with his hand on the control panel next to the door.

"What are you girls doing here!? Didn't you hear the warning?" He looked angry, wild. His normal good nature and composure had crumbled away. He had a spear in his hand, his grip tight.

"We did, we just thought-" Yang began.

"It doesn't matter." Theron cut her off. "The academy is under attack. You all need to go someplace safe, right now."

"I would think right next to you in the deepest part of the school would be pretty safe." Weiss commented drily. Theron shook his head at her.

"Only I'm not staying." He tapped some keys and the bars locking Frank's cell to the floor released. Theron began to walk over. "I need to get this away from the enemy."

"Why?" Blake asked. Theron pulled up short. "Why do you need to move him? Wouldn't you be of more use joining the defense? Is the enemy's victory so inevitable you have no choice but to deny them their prize?" She drew Gambol Shroud. "Or is there some other reason you want to move Subject Alpha now, while everyone is distracted?"

Ruby's mind felt like it was crawling through mud. What Blake was saying seemed obvious enough, but for some reason she couldn't seem to process it properly. Yang caught Blake's meaning, activated her gauntlets and stepped up beside her partner. Weiss shared Ruby's confusion. "Blake, what are you talking about?"

"It's odd, isn't it?" Blake replied. "How a pair of foreign Huntsmen were able to hack into the prison's security system and completely shut it down without difficulty. Like they had someone on the inside. And how they managed to find Subject Alpha out in the woods while the majority of our search party was going the complete opposite direction. Almost as if everyone was being drawn away from them."

Finally, Ruby brain unfroze enough for her to draw Crescent Rose, though she kept it at her side. She didn't know what she ought to be doing with it. Her friends had all drawn their weapons too, and were pointing them at Theron, but he was a fellow Huntsman. A hero who had saved hundreds of people's lives over the years, maybe thousands. Blake had to be wrong, somehow.

Theron let out a long, slow breath and ran a hand through his hair. "So sharp you run the risk of cutting yourself, that's how dad put it." He said to himself. He focused back on Blake. "I'm not sure whether to commend you're perception, or criticize your sense of timing. You must know that not even the four of you together stand a chance against me."

Blake stared back defiantly. "What I want to know is why. You're already among the strongest in the world, why do you need more power?"

A flicker of annoyance crossed Theron's face. "Icarus isn't for me, it's for others. I am the last person who needs it."

"Then why?" Yang asked, her face hard.

"Would you trade a stranger's life for your sister's?"

There was a pregnant pause. Yang looked back to Ruby, confused, while Blake's eyes narrowed in understanding. "Not just a random stranger, but a criminal destined to spend the rest of his life in prison. Would you really care if eight such people were killed to ensure Ruby would survive her battles against Grimm and other threats?" Theron asked.

Ruby remembered that Theron's former teammates had died in the line of duty as he continued, his voice earnest and hopeful. "Why should those willing to risk their lives for humanity's sake be rewarded with painful deaths while those that prey upon the weak have all their needs taken care of for the rest of their lives? Instead of making society carry its dregs along, we could use them to give humanity far greater warriors to repel the Grimm. I am called a prodigy, a naturally gifted genius. Imagine a world where every Huntsman and Huntress was that powerful. We could drive the Grimm back into the dark places of the world, build a lasting peace for once."

He had a point, Ruby had to admit. It was kinda unfair that the good died young while the evil prospered. It would be nice if the brave and selfless were rewarded with power they would use to help others, but then wouldn't bad people just join up to be Huntsmen and Huntresses just for the power? And, as Cardin and his friends proved, being a Huntsman already wasn't proof of goodness.

"A peace built on sacrifice." Blake shot back. "The only difference is instead of everyone choosing for themselves, you'll be the one deciding who goes to the altar."

Theron's earnest expression soured. "I shouldn't have expected townies like you to understand. Sheltered behind the walls, you know nothing of the true dangers people face beyond." He raised his spear, his mouth a hard line. "I won't ask you to join me, but I will have you get out of my way, if only for your own sake."

"Never!" Blake dashed forward, Yang and Weiss falling in behind her. Ruby, still torn, hesitated. And watched as Theron disappeared and her friends crumpled to the floor unconscious. He had moved and hit so fast, she couldn't even follow it. He reappeared standing in front of her and stared down at her with a silent question. Knowing the futility, Ruby swung Crescent Rose only for something to slam into her stomach like a freight train. The last thing she heard as darkness swallowed her was a familiar voice shouting.

* * *

Team CFVY hurried along, ignoring the klaxons and orders to find shelter. Being a school that trains warriors, Beacon's student body were not the sort to run away from danger as much as they were to run toward it. It was, Velvet reflected, probably why the lockdown announcement had refrained from mentioning the campus was under attack. A declaration like that would likely have been taken as a challenge by most of the students, rather than a warning. She needed only to look as far as Fox, who upon hearing the sirens told the rest of them they should hunt down and eradicate whatever the threat was. Thankfully, Coco kept a clearer head.

Many of the first and second year students shared Fox's enthusiasm, fueled by the invincibility of their youth, but the older students were more disciplined. It fell to the upperclassmen to help the teachers in herding the rest of them into the shelters. The bunkers were originally created in the event of a Grimm attack but they served amply regardless of whatever was assaulting the campus. They even worked as earthquake shelters, in a pinch. Of course, _after _they had wrangled all the underclassmen to safety, Team CFVY went looking for trouble themselves under the guise of looking for stragglers.

That was against Velvet's better judgement. She wasn't a coward, or at least she didn't consider herself one, but this seemed a tad hypocritical on their part. They had just spent twenty minutes overriding other students who thought they could handle whatever was happening. Sure, they were better trained and prepared to handle enemies than a freshman team would be, but the orders to take cover hadn't discriminated by age.

The campus felt empty. They had done a pretty good job of clearing out all of the students and the fighting had all been on the east end of the grounds, so there were no bodies around. If not for the incessant alarms, you might think the school had simply been abandoned. It gave her a surreal feeling. Velvet rounded a corner after her teammates only to finally see someone else, a man dressed in black with a large, double-ended sword.

Yatsuhashi raised a hand to his sword's hilt over his shoulder, but he seemed to recognize the man at the same time as Velvet. He was one of the foreign Huntsmen who had been on the same mission as them a day ago. If she remembered correctly, his name was Dom. He was staring up at Beacon's central tower. The reason why she assumed was the crescent of crimson energy that burst through the wall and scythed through the air before dissipating. Judging by the marks in the wall, it wasn't the first. She couldn't tell from here, but there appeared to be slash marks going around the length of the tower.

Dom was muttering to himself as they approached. "San knows better than to hack apart a building like that, not after that one time, so those are from Mortis. Which means he's mastered throwing the hand, great."

"What's going on?" Coco demanded when they reached him. Dom raised an eyebrow at the team.

"You all shouldn't be out here." He commented drily. Velvet had the decency to flush as the loudspeaker in the background intoned "-designated shelter areas immediately." for what felt like the thousandth time.

"The same could be said for you." Coco replied in the same tone.

"The orders were for Beacon students." Dom shrugged. "I don't qualify." He was trying to appear nonchalant but his eyes were fixated on the tower. Coco followed his gaze.

"What's going on up there?"

"Mortis Manus has invaded your school." Dom said far too matter-of-factly for a statement like that. "Currently he's battling someone who I assume to be my squad captain, Sanguin Manus."

_The_ Mortis Manus, the man who massacred Faunus for fun? Part of Velvet wanted to immediately run back to the bunker, another surprisingly large part of her wanted to go pull his intestines out through his throat. And there was another Manus here, fighting him? She didn't know what to make of that. Obviously he should be on their side but…

"What!?" Coco asked, eyes widening behind her sunglasses. "Why are you just standing here?"

Dom let out a slow breath. "I know better than to get in between those two. Besides, the way they've been going at it, the building is liable to come down any minute now. I'm willing to bet more than half the support beams of the structure have been hacked through by now."

As if in agreement, there came the sound of grinding concrete and the tower floors above the shifted. It didn't collapse, but it was leaning at a dangerous angle now. "That's not good." Velvet said. A thought occurred to her. "Is there anyone left upstairs? We need to get them out of there."

Dom shook his head. "Don't think so. Ozpin and Goodwitch brought out a bunch of wounded, and said they were the last ones inside." The tower gave another lurch as a crimson line slashed through the wall again. Dom started to look worried. "Okay, he needs to get out of there now." The rumbling of shifting building got louder and the tower began to fall. Velvet felt a spilt second impulse to run, before logic caught up and she reminded herself that the mass of metal and concrete was falling away from them. She felt a little better about her jumpiness seeing Dom take an involuntary step backwards as well. A red light burst through a wall and descended like a star falling to earth, heading right for them. Dom let out a sigh of relief at first, but when it got closer his expression turned to horror. The red light landed, and Velvet saw him.

He was an old man, with steel-gray hair and at his side his right hand pulsed with red energy. Velvet froze, her weapon slipping from loose fingers to clatter on the ground. It was him. Mortis Manus, the butcher of Menagerie. He winced as the tower hit the ground with an impact that shook the earth and gave a low whistle as he surveyed the destruction. Then an iron ring closed around her arm and she was yanked backwards. She dropped roughly to the ground with Dom's hand clenched on her arm twenty feet away from Mortis. Back where they had been standing, Velvet's teammates were drawing their weapons.

Mortis frowned when he noticed the ring of armed Huntsmen and Huntress surrounding him. He sighed. "Oh good, we're doing this now." His hand's glow faded as he folded his arms. "Look, I'm in the middle of something rather important right now, can I kill you all later?"

"Like hell." Coco was in the process of unfolding her handbag into chaingun mode. Mortis, hand burning red again, chopped the air towards her. She was quick enough on her feet to evade the lethal slash, but not enough to get her weapon out of the way too. Velvet reached her box, when would she use it if not now. She winced when she remembered, she had dropped it. She couldn't do anything as Yatsuhashi brought down his sword and Mortis' hand cleaved through it like a hot knife through butter. Mortis drew back his fist and beamed in Yatsuhashi's stunned face.

A knife clanged off Yatsuhashi's shoulder plate, ricocheting towards Mortis's face. He was surprisingly light on his feet, springing away in the second before it exploded. Yatsuhashi was knocked senseless by the explosion, but Fox and Coco acted quickly to drag him to safety. Mortis ignored them, focusing on the man standing next to her. Velvet stared up at Dom, a trio of knives in one hand, his dual sword in the other. Something in the hardness of his face made him seem powerful. It was like Yatsuhashi's air of quiet strength, but there was something else that pervaded it.

"You're looking well, boy." Mortis greeted him lightly, like they were old friends. "That wasn't very nice of you, blowing up that ally of yours like that."

Dom hmphed. "If you have half the instincts San does, you'd just dodge a direct attack. But they don't work as well on indirect ones, do they?"

Mortis smiled, conceding the point. "You've got me there. That was pretty clever of you. But if you're intending to compare me to my grandson, you should know I am far better at fighting than he is. Do you really think you can win?"

Strangely, Dom smirked at that. "Maybe. I've done my share of training on how to beat someone like you. Might as well give it a shot."

Mortis charged forward. Dom sent his trio of knives wiping towards him. Like he had predicted, Mortis twisted to dodge them. He wasn't expecting them to detonate in the air as they reached him, however. Mortis fell backward, no longer smiling. Dom drew and threw another set of knives with practiced, oiled precision. This time, Mortis didn't let them reach him but instead destroyed them as they came with a slash of his own. "Clever little brat." He snarled.

'Clever' was understating it in Velvet's opinion. For his knives to have exploded without making contact with anything, their detonators had to be set on timers. Which means he needed to have calculated the distance between them, the time his knives needed to fly that far, and set the timers to go off after that time, all in a handful of seconds. Of course, that kind of trick only really works once. Proving her point, the next set of knives Dom threw were aimed at the ground and exploded upon impact.

Mortis nimbly sidestepped the explosions and countered with a red slash that arced through the air. Dom twisted out of the way, throwing yet another knife as he did. Mortis charged forward and destroyed the knife with another slash of his that kept on coming. Dom dropped to the floor and let it pass over his head. He rose swinging his swords but just like with Yatsuhashi Mortis cleaved through it with his hand. Unlike with Yatsuhashi, Mortis followed that up by immediately burying his fist in Dom's stomach.

Dom's sword dropped from limp fingers to clatter on the ground. He coughed and blood dribbled down his chin. Mortis smiled as he straightened up, twisting his hand and making Dom hack up another mouthful of blood.

"Oh, _this _will get him going, I bet." Mortis said to himself. "Now, I just have to find him again. There's no way he died in the collapse." He turned to leave, but he was pulled up short when Dom's hand closed around his wrist, keeping the burning ball of energy embedded in his body. Mortis looked back and sighed. "You're a stubborn bastard, aren't you?" His annoyance shifted quickly to surprise and fear when Dom drew back his free hand and decked him square in the jaw.

The blow set Mortis flying backwards and skidding across the ground. Dom collapsed, his hands pressed into his wound in a futile attempt to stem his blood loss. Her paralysis finally broken, Velvet rushed over to help but there was so much blood and she didn't have any first aid supplies and she never had anything more than basic training anyways… Her runaway thoughts were interrupted by a shout.

"Dominic!" The very air seemed to swirl around her as Velvet was joined at Dom's side by one of his teammates, the one with dog ears and white hair. He spent a second looking down at Dom horrified, before his face twisted into fury. "Mortis!" His daggers were drawn by hands trembling in rage. For his part, the Butcher looked just as angry. Both his hands were alight with the power of his Semblance and he looked ready to use them. The scream of jet engines interrupted them as a bullhead swung over the battlefield.

Mortis looked from the airship to Will, snarled, and leapt up to catch the bullhead's open passenger compartment. He easily pulled himself inside and hit the door button, but his eyes never left them until it was completely shut. The bullhead banked and flew off, disappearing in the setting sun. Will stared after it, almost growling, until a weak cough grabbed his and Velvet's attention again. Will swiftly bent down, scooped Dom up into his arms, and broke into a run towards the infirmary.

"Velvet!" Coco was running over to her, Fox following while supporting Yatsuhashi. "Are you all right?"

"I… yeah. Yeah I'm fine." She said it more to convince herself than Coco.

* * *

AN: I am absolutely convinced no one saw the identity of the traitor coming.

So this chapter took absolutely forever to get out, college starting up again has taken up most of my free time. Hopefully things have stabilized a little and I can get the next one out faster.

"Townie" is a slur used by people from the wildlands to refer to people from kingdoms, though a pretty tame one. Theron's from Vale to begin with, but he's spent most of his time as a Huntsman out in the wilds so he's picked up some of the vocabulary, and the ideology.


	16. Chapter 15

**Chapter 15**

When you thought of school infirmaries, Weiss thought to herself, you would generally picture a modest medical office with perhaps two or three beds for any students that needed to lie down. You didn't tend to envision a fully furnished medical ward that could comfortably care for around twenty people. Instead of a bed to lie on, Beacon's infirmary had fully fledged hospital rooms and even a small operating theater for emergency cases. And good thing too, the attack on the school had produced quite a few such cases.

Weiss had always been less than fond of hospitals. Everything was pristine and spotless, which normally was a plus in her book, but there was the scents of chemicals and blood running underneath it all that made the image a sham. The fact that the spotless façade had crumbled in chaos of the last few hours didn't improve the situation. Weiss was not alone in not wanting to see the broken bodies and shattered spirits of their wounded classmates. Ruby was pointedly avoiding looking at any of the ward's tenants, which with the current overcrowding meant she was staring at the floor quite a bit. For their parts, Blake and Yang didn't avert their eyes, though Blake looked haunted and Yang simmered with barely repressed anger.

Suffice to say, Team RWBY was not happy to currently be trapped there. They had all already recovered from the blows Theron had given them, but until one of the medics checked them over and confirmed that they were confined to the infirmary. They were joined in this detention by Argos, who sheepishly admitted he had also tried and failed to stop Theron.

"Course, if I'd known he was the mole I'd have had more of a plan then 'run in and get the shit kicked out of me.'" Was how Argos had put it. With space being at a premium at the moment, the five of them had been looking for somewhere out of the way to wait for their turn to be evaluated when he had spotted the occupants of a certain room and burst in.

Will had looked up at their arrival, but Sanguin didn't acknowledge them in the slightest. He just kept staring at the bed and the man in it. Dominic was currently unconscious, Will had quickly told a nearly frantic Argos that luckily Dominic was going to make a full recovery, but he'd be out of commission for a while. The room was a little cramped with all seven of them standing around, but no one wanted to be the first to leave.

Weiss found herself disturbingly fascinated with the wounded Huntsman. Dominic normally seemed so strong and resilient, but now he just looked fragile. He could punch out security droids with his bare hands but now a pat on the back would cause him to cough up blood. After all the time they had spent together, Weiss had a good understanding of her teammates' mindsets and emotions. Ruby was feeling sympathy for him, Blake was regretting that such a thing could happen, and Yang wished to pummel the offender into a pulp. All three were based on their empathy for Dominic.

But Weiss had always been self-centered, she admitted to herself. When she looked upon this broken Huntsman, with his pale skin and pained expression even as he slumbered, all she could see was herself in his place. What if it was her lying there after almost having bled out? He had been lucky to get medical attention so quickly, too. What if it had been her who had gone up against Mortis or some other villain and been defeated? And suddenly it wasn't her lying in the hospital bed but a redhead and all Weiss could do was clench her fists and try not to scream or cry or both at once.

"So, what's the butcher's tally?" Argos asked into the silence. Will glanced at Sanguin, waiting for him to answer. When he remained silent, the white haired Faunus spoke up himself.

"Thirteen dead, twenty eight seriously wounded. Ten cases have already been moved to Vale Central Hospital, and the rest are going to be moved once they're stable and things are more under control."

Weiss flinched. She'd known it was pretty bad, but not that bad. When she remembered Team RWBY had had a chance to prevent Mortis from escaping from prison in the first place she felt absurdly guilty. She told herself that it was stupid, they had done all they could back then, but the feeling persisted all the same. Argos let out a low whistle. "Better than it could have been, I suppose."

"They should have known better." Sanguin said, the first time he had spoken since they had found him here. His voice was devoid of emotion, almost carefully so.

"Who?" Ruby asked. Weiss had a suspicion.

"Everyone who got in Mortis' way." Sanguin said bluntly. "The man kills like normal people tie their shoes. It's no surprise he murdered his way through the residents of this academy. Honestly, what were they thinking?"

Used to their teammate's attitude, Argos sighed and Will shook his head. Weiss' friends were less subdued. "What are you talking about?" Blake almost snarled. "You think we should have all cowered and hid from Mortis? That everyone he killed deserved it for getting in his way?"

Sanguin finally turned away from Dominic's bed. He sounded angry he even needed to explain something so obvious. "Yes. Mortis is far too dangerous for anyone unprepared to fight him specifically. He's a ruthless killing machine, and Dom should have known better than challenge him." He blinked, realizing what he had said, and stormed out the door.

"Haaah, that could have gone better." Argos held up a hand to forestall Blake, who half looked like she wanted to follow. "Let it go. That's just how he copes. Oh, and speaking of coping…"

"Yes?" Ruby asked.

"It'd probably be best if you guys aren't around when he comes to." Argos jerked a thumb at Dominic. "Him getting his ass kicked like this is bad enough without a crowd to see the results."

"Fair enough." Yang opened the door and ushered her teammates through. With one last look at the downed Huntsman, Weiss followed.

* * *

Dom's eyes flickered open. Argos leaned over, peering down at him. "How you feeling?"

"Ow." His eyes were still cloudy with pain and even just talking was clearly taking an effort. "Is everyone else okay?"

"Aside from San being even more pissed off than usual, we're all fine." Argos reassured him. Dom lifted his head as far as he could, which wasn't much.

"What about the team I was with?" Argos frowned. That he wakes up in a hospital bed and Dom's first reaction is to inquire about random strangers' health really summed up his greatest virtue and his biggest flaw.

"The members of Team CFVY are all unharmed." Will said from his spot on the wall.

"Good." Dom slumped back again, content. It wasn't good, Argos thought darkly. That wasn't good at all.

"So, with the benefit of hindsight, do you know what you did wrong?" Will shot him a warning glance, but Argos knew how far he could push.

"I wasted time using Twin-Edge on a Bloody Hand wielding enemy?" Dom hazarded. He struggled to give a half smile.

Argos was deadly serious for once. "Dom."

"He was going to kill them." Dom said plainly. From anyone else Argos wouldn't have considered that a valid response, but it was such a Dom thing to say he couldn't really refute it.

"So you thought throwing your life away was a better idea?" Argos cut Dom off before he could speak. "And if you say 'better me than them' I _will_ find a way to make you regret it."

Dom was silent for a long time, staring at the ceiling. Argos continued, softer. "'First comes preserving yourselves, so you can defeat the enemy later. There's no value is dying to save someone for a few seconds.' Good words."

"Quoting my mother is a low blow." Dom said tersely, though the corners of his mouth twitched. He looked Argos in the eye. "Besides, 'a Huntsman's role is to defend the people, with his own flesh if needed.'"

Argos tched. "Fine, be that way. This conversation isn't over."

"Yes, I'm sure we'll resume it the next time I end up in a hospital." Dom snarked back. "So what's my situation?"

"Docs say you'll be bedridden for around two weeks." Argos informed him. Dom took a second to digest that.

"So, four days?"

"Give or take." Argos agreed. Doctors tended to lowball Huntsmen healing rates, but even among them Dom always recovered abnormally fast. All the better for him to go running off to get beaten to hell all over again. Still, even he couldn't just walk off having his intestines ripped to shreds.

"So what's our plan?" Dom asked. Argos raised an eyebrow at the question. "Your plan, whatever, you knew what I meant."

"Same as it always is. Find 'em and stop 'em."

"And how do you plan on doing that?"

"Dunno." Argos briefly considered the possibilities, before dismissing the thought from there being too many of them. "Maybe San has a plan."

"Hmm." Dom did his best to crack a smile. "Well, you'd better go find him then. The sooner you guys stop them, the better right?"

The look on his face hurt. Argos wanted to reassure him they'd bring him if he wasn't injured, but that would only reinforce his 'failure' of being hurt in the first place. And any real attempt to spare his feelings would just make Dom believe he was emotionally fragile for needing one. Sometimes, there just wasn't an answer. "Right. Come on Will; let's let him get some sleep."

The two of them left, Dom watching them go with regret and self-recrimination.

* * *

"So now what?" Ruby asked. The four of them had finally been cleared to leave the medical ward and were more or less wandering Beacon's grounds aimlessly, surveying the destruction. It was pretty bad. The main building had been essentially sliced in half, and its wreckage had transformed the courtyard into a wasteland. Dust covered everything and rubble dotted the area. Ruby perched atop a particularly large piece and the rest of her team found their own seats, Weiss brushing hers off before she sat down primly.

"Well," Weiss ticked off on her fingers. "We don't know where Theron and Mortis have gone, or where Lance and the White Fang brought the Icarus parts, and even if we did find them we don't have a chance of actually beating them. Sound about right?"

Ruby grimaced. Put like that, she really just wanted to tell them they were leaving stopping the bad guys to the professionals. But then she looked around the destruction of the school that had become her home and heard Will's words echo through her head. _Thirteen dead, twenty eight seriously wounded. _She couldn't just hang up her scythe and call it quits, no matter how outmatched they were. That's what a storybook hero did, succeed despite overwhelming odds.

_A hero, huh? _Ruby still had a hard time believing it. Theron was one of the best, most dependable Huntsmen ever. The only betrayal that would be more of a shock would be Ozpin himself. Why would someone like that be willing to work with terrorists and worse just for power? Sure, he _said_ he was doing it for his fellow Huntsman, but Ruby had the feeling he hadn't been telling them the whole truth.

"Where _would _they have gone, anyway?" Asked Yang. "There can't be that many places they could have holed up in. The Icarus machine is pretty big; to set it up they need a large space to work in."

"If there's one thing we've learned about this city, it's that it has no shortage of abandoned warehouses." Blake said sardonically.

"Even so, with the streets crawling with Ironwood's troops, how long do you think they could hide a bullhead? Plus there's all the Dust they need to have stockpiled to fuel the machine, and I doubt this is a particularly quiet process." Yang plopped her head onto a hand. "I just can't see them being able to set up anywhere in the city and be able to pull this off."

"Well, what if they went outside?" Ruby hazarded. The wilds were one big untamed landscape; you could hide armies out there if you put a little effort into it. According to Dr. Oobleck, people had, several times.

Weiss made a face. "They need to assemble an elaborate piece of machinery that if they get it wrong will kill them. I doubt they would just put it together in some field. Besides, a bunch of people running around in the open in the wilds would just be asking to be attacked by Grimm."

"I doubt that would be a problem for Theron." Yang muttered darkly, patting her stomach where he had floored her in one hit.

"Even so, would you want to have to deal with the disruptions while you were working on an intricate piece of technology?"

Ruby folded her arms and pursed her lips, deep in thought. "So they can't be in the city or they'd get caught, and they can't be outdoors in the wilds." She drew the obvious conclusion. "They must be somewhere indoors in the wilds. Probably underground, since that's the best way to avoid Grimm attacks…" She trailed off as an idea occurred to her, and from the looks on her teammate's faces they all had come to the same conclusion.

"Mountain Glen." The four of them said as one. It matched every need Theron and Phantom had for constructing the machine, and the White Fang working with them were familiar with the area already. They would have all the space they could possibly want to set up, the enclosed area would be easy to defend from Grimm, and Ironwood probably didn't have the manpower to cast his net that far afield. It all fit.

"Let's go!"

"And do what?" Weiss demanded, immediately wilting Ruby's enthusiasm. "Get beaten to a pulp in under ten seconds again? I said it before, we just don't have the skills to go against these guys and win."

Ruby didn't like admitting it, but Weiss was right. Theron was _way_ outside their weight class, and that wasn't even getting into all his helpers and lackeys. Still, she recovered quickly. "We can at least tell Ozpin where we think they are. He and the other teachers can do something, even if it's Theron." _ I think._

One small problem with that idea, Ozpin's office was currently a pile of rubble. Blake suggested that maybe Ozpin was back in the infirmary building, to better coordinate the hospital transfers. With no better ideas, the four of them went back inside. Like the rest of the campus, the lower levels were deserted, everyone either in their rooms or working to restore the damage.

"Are you really trying to excuse them?" A voice echoed down the empty hallway. Ruby turned to see, but the voice was coming from around a corner. She knew the speaker, though, and headed down the hallway to find him.

A cooler voice responded to the first, one Ruby couldn't identify. "Of course not. I'll kill everyone involved with my own hands if it proves necessary. Certainly, there will need to be a reckoning when this is all over. That does not mean I find everything they've done wrong solely because it was them doing it." Ruby rounded the corner and found the members of Shadow squad.

Sanguin was standing in the middle of the hall, his arms folded and his head angled down with his eyes shut. The setting sun came through the wall of windows, bathing the hallway in orange right. To Ruby's left, Argos was sitting cross-legged on the bench that ran along the windows, his spear draped over his back. To her right, Will was leaning against the wall. Argos was looking her direction as if he had known they were coming. "Sup Red, where are you guys headed?"

"We think we know where Theron and Mortis went." Ruby explained. "We're going to tell Professor Ozpin." It was actually a good thing they had run into the members of Shadow squad. The attack on the academy had been a sobering reminder that Sanguin was one of the few people who could fight Mortis; they'd need him when they went after Phantom.

Argos' eyes widened in surprise, before he resumed his customary half smile. "As it turns out, there's some debate on that issue."

"Huh?"

Argos straightened up a little, tapping a beat on his spear with the hand holding it. "We were just arguing whether we should get Ozpin and Ironwood involved." Argos nodded towards Will, who wasn't scowling but only just.

"Why wouldn't we want them involved?" Ruby asked.

"Because if we want to destroy Project Icarus, we'll need to do it without them." Sanguin explained, not opening his eyes.

"What? Why?" Ruby's sister echoed her thoughts.

"Think about it Yang." Blake said. "General Ironwood is constantly grabbing and developing new military technologies. It wouldn't surprise me one bit if he decided to keep the Icarus machine intact to study it, or make more." She turned to Sanguin, frowning. "I'm not sure why you included Ozpin though."

Sanguin cracked his eyes open. "I don't trust him." He said simply. "Theron was operating on his doorstep and he just didn't notice? He's been too close to all this and done nothing."

"That's a stretch." Blake retorted. "I really doubt he approved a massive attack on his school that killed a dozen people." Her voice dripped acid.

"I doubt it too," Sanguin admitted. His voice hardened. "But until I know for certain, I'm not going to do anything I can't take back later."

"All of this is a moot point," Will chimed in from across the hall. "If we don't want Icarus destroyed after all."

"Why would we not want that?" Ruby asked, genuinely confused. It was a murder machine, why it should be destroyed was obvious. Will glanced over at her.

"Theron is not wrong that many Hunters die trying to protect their fellow man from the Grimm. If we could reduce the number of those deaths, through any means, then we should consider it."

"When the alternative is killing other people ourselves, I think there's nothing left to consider." Yang said bluntly. Her sister cut right to the heart of the matter, as usual.

"A Hunter's job is to kill." Sanguin replied. "And not just Grimm either. Throughout the course of our duties, we are sometimes required to kill humans to protect other humans. You all people ought to be as aware of that as anyone."

"Killing in self-defense is nowhere near the same thing as intentionally murdering someone to make your job easier." Blake said, narrowing her eyes at him. Sanguin met her stare with one of his own and opened his mouth to respond, but Weiss spoke first.

"But even so, Theron isn't exactly wrong." Weiss didn't meet Ruby's eyes for some reason. "If you had to choose between killing a fellow Huntress or a murderer or rapist, which would you choose?"

"I wouldn't make the choice." Blake said firmly. "No one has the right to murder people because it's convenient for them."

Weiss rolled her eyes at the non-answer. "Fine, then if both of them were facing certain death, which would you save?" When Blake didn't answer, she continued. "It sounds nice to say all lives have equal value regardless of who you are, but it's not true. Atlas' death penalty is a perfect example, some people's actions cost them the right to live. I mean, if you could kill Mortis Manus right now, you'd do it, right? So why not make use of him at the same time?"

"Are you really arguing in favor of siding with _Mortis Manus?_" Blake asked her, incredulous.

"Don't be ridiculous." Will answered for Weiss. "Mortis deserves to die screaming and I intend to make that happen. But that has no bearing on whether or not we destroy the project's machines or hand them over to those who will make use of them." He was being rather talkative right now, Ruby wasn't sure if that was a sign he was invested in this debate, or if it was just that Argos wasn't going to speak for him when they were disagreeing.

"I think we should be careful regarding defending any position supported by Mortis." Argos said.

"Hmph." Sanguin shook his head. "He's probably just action on a whim. Perhaps the irony of Hunters trying to kill people instead of protecting them is amusing enough to catch his interest." Sanguin eyed his teammate curiously. "I'm surprised to see you care so much. Since when did this become an issue for you?"

Argos shrugged. "I'm arguing Dom's side. If he were here you know where he'd stand."

"Dom isn't always right."

"Please." Argos waved a hand dismissively. "We both know he's the moral compass of this outfit."

Sanguin didn't respond to that either way, looking lost in thought. Argos, taking advantage of the gap, turned to Ruby. "You've been rather quiet, Red. What's your opinion on Project Icarus?"

"I think it's wrong." Ruby said immediately.

"Care to explain why?" Sanguin challenged.

Ruby hesitated. It was hard to put her exact feelings into words. "It's wrong… because I know it is."

"Well, I'm convinced." Will said drily. Ruby flushed at her immature answer. It wasn't exactly an eloquent defense for the sanctity of life. But it was true, she knew that much. Sanguin considered her carefully and Ruby found herself squirming under his gaze.

"Well," Yang said. "I think that comes out to four for and three against, and that's not even counting Dom. Looks like we're not going to tell them."

"This is not a democracy." Sanguin said coldly. "I command Shadow squad. I give orders and you follow them."

Ruby bristled at his arrogance while Yang's face darkened. "You're not in charge of us." She retorted hotly. Something occurred to her and she continued. "Besides, you don't know where they are. We do."

Sanguin gave a sardonic chuckle. "Do you really think we couldn't drag you before Ironwood to talk whether you wanted to or not?" As much as it galled her to admit it, he was probably right. Even four on three, Shadow squad could probably defeat Team RWBY if it came to a fight. Even so, Ruby let her brain slip into the icy state that was always assessing angles, firing lines, and distances. If it did come down to a fight, she wouldn't let it be easy for them.

"Enough stalling." Argos said from his seat. His voice was still easy, but his hand curled around the haft of his spear. "What are your orders?"

Sanguin didn't answer right away. He stepped over to the windows and stared out, watching the setting sun. "After everything that's happened," He began slowly. "I won't be satisfied until I've killed everyone on their side and destroyed everything they tried to accomplish." He turned from the window and gave what was technically a smile that sent shivers down Ruby's spine. "Those are my orders. Understood?"

"Loud and clear, boss." Argos said, his relief showing. Will nodded curtly, but he didn't seem too surprised or disappointed.

"Now then, you said you knew where Theron has gone." Sanguin said to Ruby.

"Yeah. It's this place called Mountain Glen, outside the kingdom." She glanced back at her friends for confirmation. "The White Fang had a base there and they were working with Lance. Plus it's underground so they don't have to worry about Grimm attacks but spacious enough for them to have all the room they would need."

"But do you know for a fact he is there?" Sanguin asked pointedly.

"Well… no." Ruby admitted. "But we think it's pretty likely."

"What direction is it in from here?" Will asked, leaning forward.

"Southeast." Blake said.

"Theron's airship was headed to the north when I last saw it." Will said, glancing at Sanguin.

"Hmm." Sanguin contemplated that. "A Huntsman as seasoned as Theron wouldn't be foolish enough to go directly to his hideout, not without doing some misdirection first. We'll have to just go for it and hope you're right. The simple truth is Theron might already be enhancing people loyal to him. We need to act immediately, or he'll have enough super soldiers to force through his plans."

"Even if he enhances a bunch of ordinary people to Huntsmen levels," Weiss pointed out, "they won't have the skills to fight properly."

Sanguin shook his head. "I'm more worried about Lance and Mordred. Even now Mordred is a match for most Hunters; with the Icarus boost he could be nearly unstoppable. Lance would be a problem too, and if Theron was lying about enhancing himself we might have already lost."

Ruby nodded in agreement. "Then we should get moving right away."

"We?" Sanguin asked archly. "You are all considerably weaker than the enemy and therefore aren't coming."

Before Ruby could protest, Argos spoke. "We need a fourth."

"Pardon?"

"Dom's out of it, so we need a fourth man to fill out the team." Argos explained.

"And which one of them would you replace Dom with?" Sanguin asked coldly.

Argos snorted. "All four of them couldn't replace Dom."

"Excuse me?" Weiss asked indignantly. "Dominic isn't four times the fighter we are."

Argos just scoffed. "Even if that were true, do any of you know how to pilot an airship, or hack into a security mainframe?" He gave them a few seconds to respond. "Didn't think so. Still, we need the manpower and if you're willing to come, why not? You're not children; you know what you're getting in to."

Sanguin weighed Argos' words for a moment. "Fine." He agreed before glancing back at Ruby. "How far is Mountain Glen from here? Could we reach it on foot quickly?"

She shook her head. "I don't think so, no. Not in time to prevent Theron from using the Icarus machines."

Sanguin's face darkened. "Then we'll need to fly."

Argos let out an aggrieved sigh. "Oh goddamnit."

* * *

Lance watched the bullhead settle onto the hidden landing pad. It was a fairly impressive display of flying, entering and traversing an underground corridor in an airship not known for their maneuverability. _Is Guardian just good at everything, or only the things I've seen him do? _At first, Lance had been daunted by everything they would need to do to prepare the Icarus machine. But with Theron Samia on their side, somehow the idea that they would fail seemed ridiculous.

Guardian lightly hopped out of the bullhead, an act made ludicrous by him carrying practically a metric ton of metal with him as he did so. "Did you take care of everything here?" He asked, already all business. Lance nodded.

"Once the White Fang technicians finished assembling the parts into the Icarus machine, we took them down. Most of them are chained up below; I have some clones and Mordred watching them."

"Most?" Guardian strode past Lance and into the old freight elevator that would take them below. He dropped the massive cell inside and the whole structure creaked and wobbled alarmingly.

Lance grimaced. "Adam and several of his higher up officers were able to slip away. It was my mistake; we should have started with them. I underestimated his loyalty to his comrades; I thought for sure he would stay to try to rescue them."

Guardian sighed. "His 'cause' is nothing more than a façade he's thrown over his hatred for humanity, his desire to avenge wrongs that weren't even done to him. If they can't help him with that vengeance, they are useless to him. It's that simple."

Lance wasn't sure that wasn't giving Adam nearly enough credit. "Either way, I've stationed a few clones to watch the entrances in case he comes back." The escape bothered him more than he cared to admit. He had convinced himself he understood Adam and could predict his movements, only to be caught completely off guard. "This has turned into a mess. Of the three people we wanted to most use as fuel, all of them have gotten away."

"Not _all_, surely." Lance knew that friendly, yet devoid of warmth, voice. He whirled around to see Mortis clambering out of the bullhead.

"How did you find him?" Lance asked Guardian, amazed. It should have taken days and a small army to track down Mortis, yet Guardian had done it in a day while recovering Subject Alpha at the same time. Guardian didn't seem very proud though, his fists clenched and he looked away.

Mortis chuckled. "He found me when I was playing around some and gave me a lift back here."

Ice trickled down Lance's back. "Playing?" He said unthinkingly, his mind suddenly filled with horrors.

Mortis smiled as if enjoying the expression on his face. "Yes. At a little playground I found. Beacon, I think it was called."

Lance's hand tightened around his spear until it hurt. This psychotic bastard… Before he could lunge forward to spear him through the head, Guardian shook his head. "No. Now is not the time."

"What!?" Lance hissed. "How can you say that? He's-"

"I know." Guardian said firmly. "I know what he is and what he's done. But he was always a monster. I knew that, and let him live so we could use him anyway. The handful he killed at Beacon is nothing compared to the masses he slaughtered at Menagerie. To start caring suddenly just because he's killed someone I know is just hypocrisy."

"Yeah, but…" Lance trailed off. Guardian had clenched his fist so tightly his knuckles had gone bone white and his jaw was so rigid he could barely speak. "I get it. I don't like it, but I get it."

Mortis laughed again, severely testing Lance's patience. "The two of you are so amusing. You try so hard to convince yourselves you're doing the right thing, it's so clear you already know you aren't."

Guardian ignored his words. "You will not be leaving my sight for now on."

"You mean until you use me to fuel your ascension?" Mortis commented. He chuckled again at Lance's surprise. "Don't look so shocked. Of course I knew your plan for me. Why else would virtuous heroes like you tolerate a monster like me, except as a sacrifice?"

"You don't seem to care." Guardian observed. Mortis just shrugged in response.

"Even if there were a chance you could subdue me and force me into the machine, I'm just waiting for my grandson to arrive. If I went off on my own, I run the risk of him deciding your little murders are somehow more heinous than mine and waste time stopping you rather than challenging me."

"Is killing your only family really the only thing that drives you?" Lance asked, quietly horrified. Talking to this man was like watching the aftermath of a train derailing. It was terrible, but he couldn't turn anyway.

"It's not about killing him." Mortis shook his head. He began to pace, as if giving a lecture. "When we clash, he is being further awakened with every conflict. The more he hates me, the more he wants me dead, the stronger his power becomes. Our power, the power of the Bloody Hand. Either he kills me or I kill him. If the former, he proves to himself the value of that desire for destruction and starts using it the way he should, against everything in his path. If the former, then he simply wasn't worthy and I'll remain the true heir to Manus. Either way, I win in the end."

"So in short," Guardian's voice dripped acid. "You want to create another monster just like you before you kick the bucket and are using your own grandson to fulfill your twisted fantasies."

"Tomato tomato, potato potato." Mortis responded, the remark pretty childish for a man pushing seventy. "If by some miracle you actually succeed in evolving yourselves before he gets here, I'll happily prove you're still mortal. Assuming you become foolish enough to think you could beat me, of course. You might actually be able to entertain me for a minute or two."

"Speaking of," Guardian cut off Lance's furious response to Mortis' mockery. "How soon until we can activate the system?"

"The device's charging period should last around four hours." Lance frowned. "Unfortunately, this far out in the middle of nowhere we don't have any power. It's going to take nearly five times that until we're ready."

"So about twenty hours?" Guardian scowled. "Not good. I had hoped we could get to work faster. Still, it can't be helped. We should start the charging process immediately."

Finally, Lance had some good news to report. "I started it two hours ago."

"Good. Now we just have to wait and see if our pursuers reach us before we're ready or not." Guardian ran a hand through his hair. "Mortis is probably right, if no one else, Shadow Squad will be breaking down our down shortly."

Mortis just smiled evilly. "Then both our desires are close to fruition."

* * *

AN: You know how last time I said I could get the next chapter out faster? Yeah...

Anyway, we've entered Act 3 of the story, there's only a few chapters left now. I was hoping to finish this story before Volume 3 comes out to make half the story nonsensical according to the canon again, but considering the release date is Oct 24 and my previous release schedule... Not looking good. I'm gonna buckle down are really try to crank out the chapters.

Regarding the argument vis a viz morality, I feel like Blake would have been on the other side if the equivalent of Hitler hadn't also been of that opinion. No real reason, I just think it fits her personality to be more pragmatic, but she also has a bad habit of taking ethical positions and running with them even if they stop being a good idea.

I'd like to make another shout out to **Lord Jaric** for the constant stream of feedback and encouragement. It's really appreciated.


	17. Chapter 16

**Chapter 16**

The bullhead wobbled in a bit of turbulence before stabilizing. All things considered, Ruby felt the flight was going pretty well. With the pilot they had, expecting a perfectly smooth trip seemed almost greedy.

Stealing the bullhead had been pathetically easy. All it took was Sanguin walking up to a hanger guarded by some of Ironwood's troops, introduce himself, and claim Ironwood had sent them there for a mission. The troopers had been happy to hand over the airship, even asked if they could help in any other ways. By comparison, it had been harder to break out of the infirmary than it had been to steal a piece of military hardware. Speaking of which…

"How are you doing up there?" Ruby called into the cockpit.

"Been worse." Dominic called back. Argos had protested, weakly, asking for his help given his injuries, but Sanguin made the undeniable counterpoint that they didn't really have anyone else to ask. Dominic himself had been all for it. He had carried himself, and what was left of his double edged sword, so well that any passerby would have never guessed he was supposed to be transferred to the hospital in an hour or so. But after they were behind the safety of the bullhead's walls, he had more or less collapsed into the pilot's seat. By now, he was breathing slowly and heavily and he could no longer keep the pain out of his voice. "Had my hands off the stick for a sec, my bad."

Ruby leaned her head back into the bulkhead and settled back in. They were still nearly a half an hour from Mountain Glenn, it wasn't a good sign Dominic was already buckling. Still, worrying did no good; if it became a problem they would just have to do something about it then, that's all. Maybe have one of them fly while Dominic told them what to do or something like that.

Dominic called from the front. "Hey! I got something for you guys!"

Ruby snapped to attention. "What is it? The enemy?"

"No, I mean I have something to give to you." A bag slid out of the cockpit like it had been kicked. Argos, the closest one to the door, scooped it up and dug inside. He pulled out an earpiece. "Radios?"

"For our new helpers." Dominic answered. "They're hooked up to our channel, so we can all keep in touch during the mission."

Argos shrugged and tossed the earpiece and attached radio to Weiss. His eyes widened at the next one he pulled out of the bag. "Hang on, this is my spare. It's broken."

"Was." Dominic replied simply.

Argos' eyes narrowed suspiciously. "When you said you had let go of the stick for a bit, you weren't…?"

There was a sigh from the cockpit. "Since this is really all I can do, I'm going to make the best of it. I may not be of any use on the battlefield, but I can still get you guys ready as best I can."

"Fair enough." Sanguin said, settling the matter. Silence returned to the airship after Argos passed out the remaining radios. Ruby turned the black piece of electronics over and over in her in her hands absently. She might not be of much use in the battle to come either, come to think of it. Weiss wasn't wrong; the enemies they were facing were well outside her weight class. It went unsaid that if they encountered Theron or Mortis it would be the members of Shadow that would fight them, not Team RWBY. At least Dominic had his technical skills to stay useful, she didn't even have that.

Her cloud of self-doubt was interrupted by a shout from Dominic. "I think we're here. Unless there's another destroyed city sitting out in the wilderness around here." Ruby leaned forward to peer out of what little of the cockpit's window she could see. Sure enough, there were the ruined grey towers of Mountain Glenn. Argos unbuckled himself and joined Dominic, blocking her view. Ruby heard him take a deep breath then his head began to pan across the window, surveying the landscape.

"Got something." He pointed. "Over there, there's some Aura."

"Theron or Mortis?" Sanguin asked, almost sounding hungry.

Argos shook his head. "Can't tell from here. Might be a couple of big powers, or a bunch of little ones."

"Is there anything else?"

"Not that I can see. They may be too far underground for me to pick them up."

Sanguin folded his arms. "Fine. We'll have to make do with what we have. Dom, land here."

The bullhead circled as Dominic looked for a spot. Weiss started to look apprehensive. "We should get out of the sky. We're too exposed up here."

"It's a little late for that. If anyone's watching they'll have already seen us." Blake reasoned.

"I'm more worried about getting shot down." Weiss admitted.

"By what?" Ruby asked. This place was a ruin, it's not like there would be working flak cannons to defend it. If nothing else, scavengers would have taken them long before now.

"If it's Theron, he could easily destroy this craft with a thrown spear." Sanguin opined, looking oddly unconcerned about the possibility. Thankfully, the airship settled in for a landing a few moments later. The bulkheads slid open to reveal they were on top of one of the few buildings to still have an intact roof. Probably a useful precaution, though Team RWBY had cleared the area of Grimm recently they were like cockroaches. They always came crawling back no matter how thoroughly you stamp them out. According to Dominic, he didn't have enough fuel for him to go back and then come get them after or to stay in the air until they were ready to leave, so he was going to have to stay on the ground while they dealt with Phantom.

The seven of them had just trooped out of the bullhead when Dominic's voice came over the radio. "Coms check. Everyone receiving?" After getting a chorus of affirmations, he continued. "I have some maps of the area and underground tunnels, but they're fragmentary at best. I'll try to guide you as best I can, but no promises. Good luck."

The stairwell was destroyed, but it was only a five story drop so they could jump down without difficulty. Once on the ground level, Ruby started for the door. "We should spread out to see if we can find an entrance to the tunnels."

Sanguin spoke behind her. "That won't be necessary." Ruby turned at the sound of power surging to see him holding up a Bloody Hand and Argos looking at the floor.

Argos was pointing. "Seventeen meters deep, thirty degree angle." Sanguin nodded and fired a series of slashes into the ground, carving it into pieces that collapsed inward. Will hopped down the new hole

"Clear." Came the call over the radio. The rest of them leapt down after him into a corridor of some sort. Argos took point and led them down the hallway and past several turns. The light from the hole quickly faded as they walked, and they were left mostly stumbling in the dark. All except for Argos, who wasn't affected by the lack of vision for obvious reasons. There was no noise beyond the sounds of their footsteps as they hurried through the empty corridors. Argos led them on, taking turns without the slightest hesitation. Ruby could tell they kept heading in the same direction, but beyond that she was lost.

Finally, the oppressive darkness began to lift. They rounded a corner to see lights on starting at a door midway down the hall. Argos held up a hand, bringing them to a stop. "Contacts ahead." He whispered.

"Our targets?" Sanguin asked back.

"No. Worth checking out anyway?"

There was a moment of silent consideration. "Yes."

The group crept down the corridor until they were flanking the closed door. Will's hand hovered over the knob with the other on the hilt of one of his daggers. Ruby slipped Crescent Rose loose but nothing more, the unfolding process loud enough to give them away. Her teammates were more ready, their weapons being a lot quieter to prepare, so she slipped to the back of the group. Sanguin, his hand on the hilt of his sword, held up three fingers. Two. One.

Will slammed the door open and charged through, followed by Sanguin and Argos. As Blake and Weiss entered Ruby heard the sounds of clashing metal. When Ruby herself got inside, Crescent Rose unfolding like a steel flower, she saw a corpse dressed in black and fading like smoke. Then she got a good look at everyone else.

They were White Fang. Two dozen, maybe more, all bound and locked in cells that lined both walls. This must have been the Glenn's prison, once upon a time, and Theron had made good use of it. He had to get his 'fuel' from somewhere, and where better than the terrorists who had been helping him? Given his speech about drains on society, Ruby doubted he had ever even considered letting any of them use the Icarus machine. About half were unconscious and more were visibly injured, bandages wrapped around legs and arms. Those that were conscious stirred and murmured to each other hopefully at the new arrivals. When they saw Sanguin, those murmurs became a lot less hopeful.

"White Fang." Argos said with derision. "Well I guess we know who Theron is gonna use as fuel."

"It's a good choice." Sanguin replied, while surveying the prisoners. They glared back just as fiercely. "Who would miss them?" The murmurs got louder and angrier.

"Please! You have to help us!" An older man, with spectacles and a gray drooping moustache, grabbed the bars of his cell with manacled hands.

"I don't know about that." Argos said while leaning on his spear.

Blake was already looking for the keys. "We're going to anyway."

"I don't know about that." He said again.

_Oh good, this again._ Ruby thought as Blake turned angrily. "We can't just leave them here to be sacrificed. We came here to stop people from being murdered, not leave them waiting for their executioner to come back."

"Right. And since these people were the ones who built the Icarus machine, I doubt they share our desire to destroy it. If we let them out, they're bound to get in our way. If we leave them, and we win, we can come back and take them to jail or whatever."

"And if we lose?" Blake asked sharply. "What happens to them then?"

Ruby had always considered Argos fairly easygoing, but right now he looked bone chillingly serious. "I'll be frank. The worst case scenario here is the White Fang getting their hands on the device. With Theron, at least some good will come out of it. We're the men, and women, on the spot, and that means we're obligated to make the hard choices for the sake of everyone else, got it?"

Blake was about to say something back, likely a comment involving what Argos could do with that spear he was leaning on, when Yang clapped her on the shoulder. "We'll just have to win no matter what then." She said with her trademark easy confidence.

Blake took a long, slow breath. "Right." She gave Argos a steely gaze. "We'll win for sure. Bet on it."

He smiled. "Good to hear."

"Argos is wrong about one thing though." Sanguin said, walking over to the old man. "I don't recall ever saying anything about destroying the Icarus machine."

Ruby was flabbergasted at the blatant lie. "Yes you totally did! You said you were going to destroy everything Theron and they had created."

"I was pissed back then." Sanguin replied offhandedly, his face a mask. "Now I'm thinking clearly, and I'm not sure I want to miss this opportunity." He knelt, bringing his face to the level of the old man's. "You were the ones who built the machine, right?"

The other prisoners shouted threats and encouragements, but the old man didn't seem to hear them. He stammered and twitched, not even doing a good job of lying. "No, we didn't. It was…" He trailed off at the merciless green eyes staring into his soul.

"Do not lie to me again." Sanguin said again, in a voice that promised a very long and unpleasant end if he did. The old man wilted, what little was left of his courage draining out of him. And something else, judging by the smell. He almost sobbed as he spoke.

"It wasn't me, I'm just a doctor. Most of us didn't work on the machines, and the ones that did have been taken below."

"All of them?" Somehow, Ruby heard Sanguin's quiet question far clearer than the shouting of the people in the other cells. They were swearing vengeance and bloody death, both on Sanguin and the old man. Some even went so far as to threaten the rest of them, which Ruby thought was a tad unfair.

"N-no." The doctor stammered. "There's two left, in the far cell." Sanguin rose and began to walk down the line. Ruby and her friends moved forward to stop him, only to be blocked by Will. And Argos, who shook his head sadly at them. Ruby stared at him in confusion; he had been on their side back at Beacon. Why was he doing a 180 now?

_We're obligated to make the hard choices for the sake of everyone else._

_No… he wouldn't. _Sanguin opened the cell, causally slashing through the lock with a flick of his Bloody Hand. Of the two inside, one was unconscious with a bandage wrapped around her head, the other wide awake with a bandaged leg. "You get the hell away from me, you psychopathic freak!"

Sanguin stopped advancing, as if he were compromising, and regarded the two of them. "I'll get right to the point. Can the two of you recreate the Icarus machine, given enough time and equipment?"

"Not for you." The prisoner replied, his voice full of venom. Sanguin merely inclined his head slightly.

"I see."

It was over before Ruby could begin to cry out. Sanguin flicked his hand as if to clean it, though all the blood that touched it had been disintegrated by his Semblance. The blood on his face, on the other hand, he left untouched as he turned and smartly exited the cell. He walked past horrified Faunus paying them no attention and brusquely pushed past the rest of them into the hall. "Come on. Lance knows we're here now, we need to get moving."

_He murdered them. _Ruby couldn't get her mind to shift away from that. He murdered them right in front of her, and she didn't do anything to stop him. _Well, _a cold voice from inside her said. _There's no point in doing all this effort to destroy the Icarus machine if someone else goes off and makes another one, right? If we let them go free, they'd make one and use it for themselves, if we turned them in to Ironwood he'd force them to tell him how to make it. _Ruby grit her teeth, wanting to deny the words but knowing they were true. Even if the voice sounded like Mortis.

Mutely, the six of them followed Sanguin outside, Will shutting the door behind him. Sanguin was staring down the hallway. A small treacherous part of Ruby wondered if he had enjoyed it. The White Fang had wronged him before, and he was the sort to like killing. She knew she was probably being unfair but right now she didn't feel very charitable.

"Argos, can you scan again for Mortis and Theron?" He asked, still not facing them.

"On it." Argos' eyes shone as he stared through rock and metal. Ruby continued to stare at Sanguin's back until Will stepped over to her.

"That was what you wanted, back at Beacon. To prevent Icarus from ever being used."

Ruby's head snapped around to glare at him. "It was not." She denied hotly. "I never wanted to have to kill _anyone_, that was the whole point."

"Then you ought to be grateful someone was willing to do it for you." Will answered before stepping away. Ruby knew he was right, she wasn't a little kid who thought everything would end okay if she just tried hard enough or something. But that didn't mean she had to like it one bit.

Blake apparently shared her distaste. Her voice practically oozed with scorn. "Oh yes, we should be incredibly thankful we have our own personal butcher along."

_That_ was going a bit far, Ruby thought. It was the first time she had actually seen Will get angry. "You-"

"Leave it." Sanguin's flat voice gave no clues as to his emotional state. "It's not like she's wrong."

Will's face twisted, but he let it drop as ordered. As if happy to break up the awkward tension, Argos blinked and pointed down at the floor. "Got em. Two massive powers, with a bunch more behind them."

"Theron and Mortis and everyone at the machine?" Weiss hazarded.

"Yeah." Argos staggered a little as his Semblance faded and pressed the heels of his hands into his eyes, groaning. Ruby was willing to ignore that, but not Weiss.

"Are you okay?" Sometimes Ruby wondered how someone so allegedly well educated in manners could so badly read a social situation. Obviously, Argos' Semblance was taking a lot out of him, the polite thing to do was to ignore that until it became a liability, not make things awkward for everyone by mentioning it.

"Fine." Argos replied to Weiss curtly. He forced a smile. "We're storming the enemy castle; I can keep this up as long as I have to. Probably sleep for two days straight afterwards though."

Sanguin was ignoring his teammate, a hand on his ear. "Dom, we're outside some sort of prison and the enemy is to the east and below us."

Dominic's voice crackled to life in Ruby's earbud. "A prison, huh? Give me a sec." It was actually _ten_ seconds later when he was back on the line. "Okay, I think you guys are outside the municipal detention center. Are they more east than below, or vice versa?"

"The latter." Argos supplied. After another pause, Dominic continued.

"Okay, I think I know where they holed up. There's an old power station in that general area. After all this time I can't imagine the main generators are intact but they might have been able to strip the parts out of a couple and get an ancillary generator going to power the machine. It's also easily defended, only one way in or out, so if I had a secret and very valuable project that's where I put."

"Why only one way in?" Argos asked.

Weiss, perhaps unsurprisingly given her background, knew the answer. "It's so that any safety breach on the Dust used in the generators can be contained with minimal outlets."

"Something kinda undermined by the chamber right outside that outlet that being a Dust storage depot." Dominic commented wryly.

Weiss shook her head disgustedly. "The more I learn about this place, the more I'm surprised it lasted as long as it did."

"How do we get there?" Sanguin asked with barely concealed annoyance.

"There's an elevator down the corridor you're in and to the left that will take you to the central cavern. From there you can pretty much walk straight over to the storage depot."

"Right. Move out." Dominic's instructions proved to be accurate, and mere minutes later they were standing outside a large metal shutter that served as the depot's door. Ruby felt unusually jumpy as they had walked across the open space of the main cavern, expecting an attack at any moment. Argos even confirmed there wasn't anyone waiting to jump them when they opened the shutter, the easiest and most obvious ambush point. She wondered if it was just Theron being arrogant, or if he really meant what he said about not wanting to fight them. In any event, Yang easily forced the shutter up and there they were, waiting. The hero and the monster.

Theron and Mortis stood in front of a massive set of doors, ones you could drive a truck through. Theron had abandoned his coat, revealing gunmetal gray armor underneath. On each of his shoulders and hips Ruby could see hilts of his collapsible spears, a fifth already extended in his hand. He regarded them as they cautiously approached with a neutral expression. Mortis, on the other hand, had picked up a long, flowing red coat from somewhere and was conspicuously unarmed. He watched them with an eager grin on his face, and Ruby thought she saw him lick his lips.

The room itself was a rather large, open space. To their left was a balcony overlooking what resembled a warehouse, filled with rusty shelving units and stacks of pallets. A freight elevator appeared to be the only way down the three stories to the floor. To their right was a parking lot, of all things, with faded paint lines marking where the spaces had been. Ruby's trained eye assessed the area; the open ground will give them an advantage in a ranged fight, but the crowded lower level might help them flank and surround their enemies better.

"You came." Mortis spread his hands expansively, beckoning them, or more likely just Sanguin, forward. "You're just in time. The device is all but ready to activate, if you want to stop it you'll have to act fast. It seems you come by your sense of dramatic timing honestly, Sanguin."

"Dear God, do you ever stop talking?" Theron asked sourly. He didn't seem too thrilled with his companion's demeanor.

"It's part of my charm." Mortis replied smoothly.

Ignoring him, Ruby focused on Theron. "It's not too late. You can still come back to the good guys." For a long second it looked as though Theron was considering it, but he shook his head in the end.

"Ruby," Yang said not unkindly. "He's made his choice a long time ago. There's nothing you can say that will change that."

Theron nodded in agreement. "Indeed. I won't insult your convictions by telling you to back down now, and would appreciate the same courtesy."

"That and he's the kind of prick who won't listen to you unless you kick his ass first." Yang continued matter-of-factly. Theron actually chuckled at that.

"Well, now that that's all cleared up, shall we get started?" Mortis stepped forward, idly stretching his arms.

Sanguin moved to meet him, his hand bursting into crimson light. "This time, there'll be no tricks or ways to run. This time, I'm going to take your head."

"If you can." Mortis' hands surged with their own power and his monstrous grin widened. The air seemed to have frozen; it was hard to breathe from the sheer pressure of the impending clash. Ruby shifted her grip on Crescent Rose's haft just slightly. The second one of them moved, all hell was going to break loose.

"Dibs."

Everyone in the room stared blankly at Argos. Mortis found his voice first. "What?"

Argos grinned smartly. "I'm calling dibs on you, old man."

"You can't just call dibs on someone in the middle of a mission." Sanguin said with what was clearly long suffering patience.

"Sure I can. This outfit has a long history of abiding by the dibs system. You've done it yourself a bunch of times." Argos pointed out.

"He's right you know." Will confirmed.

"We are not making strategic decisions because you called dibs on someone." Sanguin tried to appeal to reason, with no success.

"You can't just welch on the dibs system because it isn't working in your favor." Argos replied glibly. His expression hardened. "Besides, after going a round with Theron, I can safely say Will and I can't beat him, even if we worked together. But you might just have a chance, boss."

"Except I'm fighting Mortis." Sanguin reminded him darkly.

"No you're not, I called dibs." Argos shrugged helplessly. "Look, if there were another way I wouldn't get in the way. But we need you to take Theron on."

There was a long, strained pause as Sanguin looked from Mortis to Argos to Theron. Finally, with a deep sigh he reached up and pulled his sword from its sheath. Argos nodded. "Bitchin'. Will, you're with me." His teammate nodded and stepped up to join him at the front of the group.

Mortis was no longer smiling. He looked from his challengers to Sanguin, scowling. "If I have to kill a couple of whelps as a warmup, so be it." He drew back a burning hand and sent a scything crescent roaring towards them. Ruby got ready to jump out of the way, but Will's raised hands made her pause. He thrust them to the side and the slash curved off-course, missing them all by several feet.

"Impossible." Mortis was too stunned to watch his footing, and a burst of wind knocked him into the air. Another gust threw him over the balcony to the floor below, Will leaping down after him. Argos made to join him but was held up by Sanguin's hand on his shoulder. "Don't lose."

The spearman gave a huge, shit-eating grin. "Same to you, boss." He nimbly vaulted over the railing to join Will below. Ruby returned her attention to Theron. He had always been the real obstacle anyway; the only difference was who they had to help them try to get past him. The four members of Team RWBY all readied their weapons for battle, taking combat stances. Sanguin surprised them all again.

"Go."

"Huh?" Ruby said, her form deteriorating from confusion.

"Get moving." Sanguin repeated himself. "I will defeat Theron alone."

"But, you can't!" Ruby protested. No matter how good he was, Theron has always been in a league of his own. No single Huntsman or Huntress was going to pose a serious threat to him.

"That remains to be seen." Sanguin had the unsettling grin of his again. "We've already wasted too much time as is. Lance and Mordred are no doubt enhancing themselves as we speak, any further delays may prove disastrous."

"Yeah but…" Ruby looked back to Theron, watching the conversation without saying a word. She may not like Sanguin, but that didn't mean she wanted to leave him to die like this. Her teammates were more pragmatic, however.

"Come on Ruby." Blake clapped her on the shoulder. "We can't afford to waste any more time." Ruby reluctantly nodded and followed her and Yang as they tentatively approached the door. Theron didn't even seem to be paying any attention to them, his eyes fixed on Sanguin.

"Team RWBY." Sanguin called to them. "Mordred and Lance will not hold back. Strangle the mercy in your hearts, or you _will_ die. Fight to kill and you might just stand a chance."

On an impulse, Ruby called back to him. "Don't worry, it's like we said. We're gonna win for sure." She slipped through the tiny opening in the massive doors Yang had pulled open and they boomed shut behind her.

As the doors closed, Sanguin muttered to himself. "Somehow, I think you will." He glanced quizzically at Theron. "I'm surprised you let them go without a fight."

"I was planning on stopping them." Theron replied easily. "But my instincts told me, 'if you take your eyes off this man, he will kill you.'"

Sanguin nodded in agreement. His own instincts were telling him the same thing. Not to mention the way his nerves tingled with anticipation for the battle ahead. He could feel an involuntary grin creep onto his face. "We better get started; else the others will be done before we even begin."

"It doesn't matter to me." Theron gave a half shrug. "The outcome of your friends' fight with Mortis is irrelevant. If he wins I'll just have to put him down myself. If they win, they'll come back up here and try to get through, at which point I will stop them"

"You're both right and wrong." Sanguin slipped into a fighting stance, Theron mimicking the motion.

"Excuse me?" Theron's stance was exceptional, with no natural openings to take advantage of. As expected. Sanguin's grip tightened slightly on his sword as he steeled his nerves.

"You're right; the outcome is irrelevant to you. But your reasoning is wrong. It doesn't matter to you because you'll be dead before either come back up here." His Bloody Hand flickered into existence. As if from some unseen signal, both lunged at the same moment. The hero and the monster clashed.

* * *

AN: Cliffhangers are fun to write. Hopefully not for too long though, the race is on to beat volume 3 out. I wrote this kind of in a rush, so let me know if you spot any errors I missed.

See you next time.


	18. Chapter 17

**Chapter 17**

Team RWBY rushed down the long corridor to the power station. This was it, the final battle. In some ways, Ruby felt refreshed by the impending conflict. Everything that had complicated things in the last few weeks had been stripped away. No Shadows or traitorous Huntsmen, just them and the enemy they had to defeat to stop a nefarious scheme. The battle itself promised to be an interesting one. RWBY had the advantage in numbers, technically, but the two remaining members of Phantom were potent adversaries. Lance could reclaim numerical superiority all on his own, and Mordred's puppeteer Semblance was one of the more dangerous ones Ruby had ever seen. Still, as attackers they were in a stronger position, being able to dictate the terms of the battle to a certain degree.

Ruby rounded a corner and saw bright lights, a large assemblage of metal, and something that glinted. Acting on instincts born of her training, she spun Crescent Rose in front of her and deflected the pair of hiltless blades that had plunged towards her. They didn't have the decency to leave it at that and began a second attempt to impale her, which she guarded against. A third attempt was interrupted when Weiss and Yang each knocked one back into the chamber. Seeing the entranceway as an obvious chokepoint, Ruby led the charge forward to clear the confined hallway.

As she ran forward it occurred to her something was off. From a defensive perspective, holding attackers in the relatively narrow hallway would be easiest, rather than trying to contain them on the open ground of the chamber. However, aside from Mordred's sneak attack, they were meeting no resistance. She realized it as she cleared the hallway into the main chamber, and a spear raced towards her throat, with her too unbalanced to block it.

Luckily for her, Blake was on her heels and close enough to knock the spear thrust away. The masked clone leapt backwards, being joined by a half dozen others surrounding the team on all sides by the one they had entered from. Ruby kicked herself for not seeing it coming. Lance's Semblance and strong suit was using his numbers to flank and surround his enemies; a fight in an enclosed space would remove his greatest asset.

And he would have plenty of room. The power station was a massive chamber, albeit one dominated by the Icarus machine in the middle of it. It was an impressive piece of engineering, all polished steel and spiderwebs of cables. Along the back wall were eight opaque pods at the ends of some of the cables, where Ruby assumed the 'sacrifices' were being held. A few thinner cables reached up into the air, to a console on a catwalk that reached over the top of the machine. Mordred was at the console, five of his blades hovering around him. At the other end of the catwalk was another capsule, this one open and empty. Ruby assumed that was the one the 'patient' went in. Oddly enough, on another balcony there was a space enclosed with some standing curtains, out of place in this high-tech room.

Back on ground level, the real Lance had joined his clones. "You four again. I should have known you'd be here." His eyes narrowed as he stared them down. "It sounds ridiculous to say that a group of freshmen would be capable of stopping us, but all our plans only began to go south after we got you involved. Should have never tried kidnapping you in the first place."

"It wasn't the smartest idea." Weiss said deadpan.

Mordred stirred on his perch. "Perhaps. But I'll correct that mistake right here and now." His blades shot forward, Lance and his clones doing the same. Ruby took a second to look back at her friends.

"Attack!"

* * *

Despite the haphazard nature of his flight, Mortis landed on his feet. He stared across the aisle of shelving units at the Faunus, who had dropped down much more gracefully. "So, you believe you can actually kill me, boy?"

"It's not really 'believe' so much as it is 'know.'" A cocky voice answered. The spearman joined his companion. The two of them certainly looked confident, but that meant nothing. Mortis had hewn down dozens of men who were convinced they would be victorious over him, these children would be no different.

"I'm surprised." He bantered, keeping an eye on the Faunus' hands. Those wind gusts were the main thing he had to fear. "I would have thought my grandson would have shown you two the terrifying power of a Manus by now."

The spearman smiled, and something about it made warning bells ring in Mortis' head. "Oh, San has shown us all sorts of things. You might be surprised how much."

Without warning, the Faunus thrust out a hand. Having anticipated it, Mortis easily dodged the cannonball of air and answered with a flying slash of his Bloody Hand. Again, the mongrel waved his hands and the slash flew off course. _So that wasn't a fluke. _Somehow, he knew how to redirect Mortis' attacks in flight, probably by altering air currents or some such. A trick he developed while sparring with Sanguin? Possibly.

The spearman had taken advantage of the brief exchange to scale a shelf, cross it, and drop down behind Mortis. Flanking him from both sides, one could stab him in the back when he attacked the other. A smart tactic and one Mortis had seen a dozen times. He charged the Faunus, whose hands dropped to the hilts of his weapons. From behind, Mortis heard the sound of running footsteps. _Got him. _ When someone devoted themselves to attacking, they were vulnerable to attack themselves in that moment. An attacker who was chasing his enemy was even more off balanced and exposed. He spun on his heel and sent a slash flying to bisect the heedlessly oncoming spearman.

Or at least that was the plan. Mortis' slash hit nothing but air, the spearman having dropped underneath it. Far from being off balanced, he followed up the evasion with a lightning fast spear thrust. It took a split second dodge to keep the spear point from meeting his throat, and it still clipped his shoulder and took a chunk out of his Aura. Snarling, Mortis was about to return the favor when his instincts screamed a warning. Mortis ducked to the left, narrowly missing the Faunus' dagger as it screamed through the air where his neck had been, but the spear was waiting. It caught him square in the chest, the impact not enough to pierce his Aura but still strong enough to send him tumbling backwards. Mortis rolled to his feet, but his enemies were gone.

He kept on guard as he moved through the maze of empty Dust containers. Their strategy wasn't hard to figure out. Attack from the shadows, with one jumping him while he was already attacking the other, then withdraw after landing solid hits. Rinse and repeat until his Aura was gone and they started to draw blood. And it was a good plan, one with his grandson's workman's flair. Their respective Semblances were off great help too. Wind would knock him off balance and keep him from closing, and given how the spearman had twice reacted to his moves almost before he made them, that vision Semblance almost certainly had some sort of predictive capability.

However, Mortis Manus was far from helpless. He turned left at an intersection, seeing no one. This game of cat and mouse was beginning to irritate him. One option he had was to simply hack apart all the shelves with some flying slashes, which would destroy their cover. He dismissed the idea, such a haphazard attack would be unlikely to kill them and the large expenditure of energy would leave him open to possibly fatal counterattack.

"You know, for someone who's supposed to be an unstoppable killing machine, you're kinda a letdown." Mortis looked up to see the spearman perched atop a stack of pallets at the end of the aisle. Not falling for the obvious trap, Mortis sent a flying slash his way instead of rushing in. The spearman leapt to avoid it, arcing over Mortis' head. That was a fatal mistake. Mortis turned and launched another slash to catch the spearman as he tried to land behind him.

It would have worked, had not the spearman somehow landed in midair above the slash. Mortis had to lean backwards to keep a slash from the spear connecting with his temple. Off-balance, he wasn't nimble enough to avoid the dagger that hacked at the back of his legs as the Faunus charged by him. Once again the two had retreated into the shadows in the second it took him to recover. Snarling under his breath, Mortis stalked through the darkened maze. His Aura saved him from injury, but another few strong hits would probably breach it. He needed to bring this to a resolution soon.

Mortis came upon another intersection. To his left, there was a clatter as a Dust canister was knocked off its shelf. Mortis grinned and turned to his right. He savored the look on the spearman's face as he pulled up short, out of Mortis' reach. "Using wind to arrange a diversion." Mortis said. "A clever tactic, though a little uninspired. It feels like the sort of trick my grandson would come up with."

"It was his idea." The spearman admitted. While before Mortis would have said his eyes were seawater blue, now they looked more like ice, cold and pitiless. It was a nice look.

Mortis ducked the ball of air that shot at him from his right, and looked up to see the spearman gone again. Abandoning the intersection, he struck off down one of the aisles.

"Did my grandson also teach you how to run and hide?"

"He taught us the value of fighting on our own terms, yes." The spearman replied, the area's acoustics making tracking the origin difficult.

"So he's a coward. I guess we're not all that similar after all." Mortis replied, trying to keep him talking.

"You are wrong." A voice said behind him. The Faunus was standing there, bold as brass.

"Really?" Mortis asked. His instincts and senses were on high alert, waiting for the attack, but for now he'd play along. "I'd have thought you were going to claim he's nothing like a monster like me."

"No." The Faunus replied. His daggers were in their sheaths, but his hands hovered close to them. "The two of you do share a number of similarities. You are both gifted warriors who live for the battlefield and have a knack for inspiring people. But there's one critical difference."

The conversation had returned to the ground Mortis had expected it to be on. "Let me guess, mercy? Or perhaps empathy or some other drivel?"

The Faunus didn't answer the mocking question. "There is one thing Sanguin Manus desires most in the whole world. It is something that if he had it, he could die a minute later with no regrets. And that is the chance to kill you with his own two hands."

Mortis scoffed. "You're a fool. He had that and rejected it, leaving me to have this riveting conversation with you."

The Faunus didn't respond right away. "Once, he did something. Something that was so terrible it couldn't be forgiven, not in any way he would accept. And since he couldn't forgive himself, Sanguin took steps to ensure it would never happen again, to counterattack his greatest fear. Being like you."

"Please." Mortis' voice dripped derision. "He's far too soft to ever be like me. I should know, I've been intending to burn out of him."

"What he did that day, it proved he had the same evil in his soul as you do. That when the wind was blowing in the right direction he could be just as terrible as you are. So, he prepared against that possibility, made safeguards against the terror of a second Butcher. He taught us every trick and skill he knew and how to counter them. He let me practice until I could redirect his slashes, told us how his instincts worked and how to get around them, and how he thought and what his blind spots were. He prepared the three of us as best he could to kill him, as insurance in case he became you."

_I've done my share of training on how to beat someone like you. _So that's what he had meant, Mortis realized. The Faunus gave a smile that was purely a threat. "So you see, it's actually good for us you're a lot like Sanguin. Every similarity only makes it easier for us to kill you."

"And that's why you're so confident." It made sense. They were running rings around him because they had a pre-established strategy specially designed for him. But that had a glaring weakness, too. If he stopped fighting like Sanguin, all their carefully constructed plans would fall apart.

"That, and San isn't the only friend who taught us some tricks." The spearman's voice _almost _covered the sound of metal striking stone. Mortis had a spilt second to see the knife before his world was engulfed in fire.

_Move. It's coming. Move NOW. _But blinded by pain, he was too slow.

The dagger slashed at the back of his leg, taking the last of his Aura. The spear pierced through his right shoulder.

Screaming his fury, Mortis hacked at them with a Bloody Hand the length of a sword, but the quick-footed Faunus sidestepped the clumsy attack and with slash of his own made Mortis' left arm as useless as his right. And in the eyes of a Faunus, Mortis Manus finally found something that scared him. He turned to flee, but death was waiting behind him too.

"Sorry, San." Argos said and his spear point was painted red.

* * *

Theron stabbed with his spear and Sanguin blocked with his sword. His free, Bloody, hand shot forward but Theron ducked under the attack. He launched another hammer-like punch that Sanguin barely blocked by kicking out at the last second. The impact was still enough to send him flying backwards, though he managed to keep his footing.

Sanguin regarded the situation. Around a six meter gap had opened up between them, better for Theron than him. Theron's longer reach would, in many cases, be a benefit to him. But here, in a fight with a man using shorter weapons, it was a liability. The length of a spear made it cumbersome and unwieldy once the enemy gets inside its reach, it was a flaw that Argos had never truly managed to overcome during their training even despite his exceptional reflexes. For a proper duel between two seasoned warriors, Sanguin's sword was far better.

The same was true of their respective Semblances. Theron's was the ability to harden his skin, turning it dark gray and making it as hard as rock. It was an underwhelming power, especially considering it belonged to a man who ended most fights without losing so much as a drop of his Aura. And against the sheer destructive power of a Bloody Hand, it was worthless.

Worse than worthless, really. Sanguin was well used to fighting strong, skilled, human enemies but Theron had never fought someone with his kind of Semblance. This meant that his instincts were all wrong and that his first reaction to Sanguin's attacks, defending, would get him killed. The mental disconnect slowed him, made him _think_ before doing anything. One of the main purposes of Hunter training was to get the Hunter to not need to think at all in battle, making every action come from much faster ingrained instincts. Sanguin, with what had been described as unnaturally sharp instincts, had the distinct advantage there.

Weapon, Semblance, and instinct, three ways Sanguin was better than Theron. And he was still losing.

Sanguin might have been able to keep Theron only landing glancing blows, but that was still more than Sanguin could do to him. All he had accomplished was destroying two of Theron's spears, one of which had been a feint that let Theron deck him in the face. It was a little ridiculous. Fighting while evading his Hand had taken Argos, Will, and Dominic weeks to get the hang of, and they still weren't great when it came to face to face confrontations. In the span of a few minutes, Theron had already surpassed them. In a few more, he might be good enough to defeat Sanguin outright.

Sanguin couldn't stop grinning. He hadn't fought like this for a _long_ time. Letting everything drain away but the clashing of blades and the dance of battle, it was something he never got enough of. And that Theron was better than him, an actual challenge, made it all the sweeter. The fact that there was a very real chance of it being him bleeding on the floor when it was all over stripped away the sense of detachment he all too often had in combat. _I'll kill him, or he'll kill me. _Nothing else mattered in this moment but the battle. Sanguin was having the time of his life.

Theron didn't seem to share Sanguin's euphoria. He shifted his grip on his spear, about to resume their dance. There was a noise from behind him, coming from the power chamber, and the ground trembled ever so slightly.

Theron was too experienced to look away from Sanguin, but his expression looked worried. "What was that?"

* * *

Ruby panted as she parried a spear and tried to hack the offending clone in two, but he slipped away from the heavy scythe by the time she brought it around. Ruby was beginning to think her baby was a bit too pudgy. That or she really needed to bulk up to compensate for the weight.

Crescent Rose's weight wasn't the problem, the problem was the clones. They were faster, better than they had been before. Ruby hadn't gotten the vibe Lance had been really holding back earlier, this newfound power was likely from desperation. Whatever it was, the clones were holding them all back with Mordred's long distance support. Lance was pressuring them with his advantage in numbers, keeping them constantly fighting just to stay alive. Even when they managed to take out a clone, Lance just formed a new one to take its place.

Ruby cursed inside her head as she was once again forced farther from the machine. They could win, she knew, if there was just a few seconds for them to rally and group up. But Lance wasn't giving them that. All the elaborate combination attacks they had practiced needed an opening to set up, scattered and constantly under attack like they were there was no way.

A faint chiming echoed through the room, somehow cutting through the chaos of combat. Mordred was abandoning his perch and running along the catwalk. Lance looked up, disbelieving and angry. "Mordred don't you dare! We're using it on Morgan!"

_Morgan's alive?_ Ruby's surprise was eclipsed by her horror. The machine was ready, and they hadn't done anything to sabotage the machine beyond a few stray rounds that hadn't done any damage. Were they too late, too weak, after all?

"She's half dead, putting her in will only kill her." Mordred didn't seem particularly concerned, however. He looked more rapturous than anything else as he entered the pod and slammed the door behind him. "But I, I will ascend." He cocked a finger and, with surprising delicateness, one of his swords pressed a button on the console. A whine of electronics began to drone.

"No!" Ruby cried and in the confusion managed to cut down the clone obstructing her. Before she could take a step forward, Lance himself was in her path. He looked clearly conflicted, but he drove her back all the same. The cables connecting the eight pods in back began to glow. The noise from the machine grew louder. It might have just been Ruby's imagination, but she thought she could just make out screams. The light passed into the core of the machine, pulsing like a heartbeat. Mordred twitched impatiently. "Soon, soon."

Ruby wasn't imagining it, there definitely was screaming. It sounded oddly familiar too. The light pulsed brighter and brighter, then it and the scream began to fade. Lance looked over his shoulder. "Something's not right."

Mordred was starting to get antsy too. "What the hell is taking so long?" He stomped angrily. "Come on already!" He stomped again, but before he could a third time a hand burst through the floor and wrapped itself around his leg. "Wha-" Mordred barely had time to look surprised before he was pulled down into the core. This time, it was unmistakably him screaming.

"Mordred!" Lance was staring in horror. He and his clones were completely open, but all thoughts of fighting had been banished from Ruby's mind. Mordred's screams cut out with a suddenness that said it all. There was a bang, then another. A third followed a fist being punched through the side of the core. Another hand joined it and the two of them forced open a hole.

Frank stepped out of the hole. Well, sorta. Frank didn't normally have scales covering most of his upper body and a massive snarl on his face. He threw a black mass; Lance sprang into the air and came down with Mordred. Strangely, there wasn't a mark on him but the limpness of his limbs and his vacant eyes made it clear he was no longer among the living. Lance looked numb. "You've learned how to drain Aura." It wasn't a question.

Frank sniffed the air and looked up at the balcony with the curtains. Lance's eyes narrowed. "No. You won't have her, monster." He set down Mordred's corpse gently and rose, spear in hand. Frank ignored him, which Ruby thought might be a bit reckless. Lance got his attention by stabbing him in the neck. Ruby opened her mouth to cry out, but her words were strangled in her throat. Frank's head turned at an impossible angle to regard Lance, and threw him flying backwards with a single sweep of his hand. Lance managed to land on his feet and ran for the entrance yelling "Here, monster! Try me!"

Frank made to follow, but he slowed to a stop when Ruby stuck her arm out in front of him. "Frank, it's me, Ruby. Are you okay?" She asked him, unnerved by his silent, looming posture. Now that he was free and the Icarus machine was broken, they had won, right? Only, this didn't feel like a victory.

A scaled hand grabbed her by her collar and slammed her into the ground. When her teeth stopped rattling Ruby became aware of a hand covering her face, her teammates yelling, and an odd coldness. She was getting colder, and the yelling getting softer, when the cold vanished all of a sudden and there was an explosion of sound. The hand was removed and Ruby could see a spear jutting out of Frank's shoulder. He roared again and was matched by Lance yelling "I said _here,_ you bastard!"

Frank ripped the spear out and charged down the corridor, growing larger as he did. Ruby sat up and her sister was immediately by her side. "Ruby! Are you okay?"

"Yeah, I'm fine." Ruby said, although she couldn't seem to stop shaking. She tried to take her mind off the chill that had seeped into her bones. "What happened to Frank? What's wrong with him?"

"He said that each time they put him in the machine he lost a little more of his sanity." Yang said darkly. "I guess this time he lost all of it."

Ruby shook her head, praying her sister was wrong.

* * *

Sanguin and Theron had been blade locked when Lance burst through the doors. A second later, a twenty foot tall, scale covered, roaring Subject Alpha followed him, smashing the door to pieces. Two seconds after that, Theron's spear was embedded in his eye and Sanguin's Hand was carving through his hamstring. They sprang away as one, landing next to one another and forming a united front. Their moral differences, and the fact that five second's ago they had been trying to kill each other, were disregarded. They were Huntsmen in the presence of a monster; there was only one reaction they could possibly have.

"What happened?" Theron demanded as Lance flipped up on top of an old lighting fixture.

"That _thing_ has learned how to drain Aura." Sanguin's former classmate was unarmed and blood trickled from a shallow cut on his right arm. "It ate Mordred and now wants to do the same to us."

Will flew up from below and landed beside them, drawn by the noise. Sanguin felt a rolling cauldron of emotions at the sight of him, relief, anger, bitterness, and joy all clashing. Will wouldn't have left Argos alone with Mortis if he had remained a threat… Sanguin quashed his thoughts. He didn't have the luxury of idle thoughts at a time like this. He glanced over at Theron. "You have any objections to me putting this creature down?"

"I'll do what I have to do." Theron answered as Argos hauled himself over the edge behind him. The spearman was staggering somewhat, the continuous use of his Semblance a battle with Mortis would have sapped much of his already low stamina. He didn't have long to recover. The monster had already recovered from the wounds they had given it and grown even larger. With its black scales everywhere and the way it was howling, it almost resembled a Grimm, which made the prospect of battling it feel oddly like a routine exercise. It stomped forward, growling. Sanguin, Will, and Theron readied their weapons for its attack.

It didn't keep them waiting. A massive clawed hand punched into the floor and tore it apart as it lashed towards them. Chunks of concrete whipped around and at them and the dust kicked up made Sanguin squint his eyes almost closed. He almost missed Alpha's foot descend to crush Argos. It missed, thanks to a last second dodge by the spearman, by the impact still knocked Argos to the ground. Struggling to stand, he was helpless when a hand descended.

"Argos!" Sanguin cried, but it was too late. The immense fist crashed down, then immediately reeled back into the air. Lance was crouched beneath it, Argos' spear clutched tight in his hands and braced against the floor. He had used the beast's own strength to penetrate its scale armor. Lance blurred and half a dozen of him charged the monster while he grabbed an immobile Argos under his arm and made a break for it. Alpha battered away the clones like flies and turned its attention to its fleeing prey. But by now, the rest of them could see clearly again.

"Enough of this." Theron swiveled the spear in his hand and threw it like a ballistic missile. It nearly disintegrated Alpha's head when it caught it right between the eyes and barely slowed down. The impact when it reached the wall behind him shook the entire complex. Alpha's decapitated body fell backward with a resounding thud.

Sanguin let out a pent up breath, his body still coursing with adrenaline. No matter how powerful Alpha's mutation ability, even it couldn't survive without a brain. And without it, the Icarus machine was worthless. Sanguin couldn't help but feel a little let down. After the fight of his life against Theron, this was a rather boring ending. Lance jogged over carrying Argos. Though clearly pained and exhausted, Argos' eyes burned blue. "It's not dead yet! It's in the torso!"

Sanguin was already moving at the first sentence. He sent a rippling slash into the fallen body but a split second before it was bisected something shot out of where its heart would be. Sanguin cursed himself for his carelessness. Alpha could mutate at will, it had no need to keep its vital organs in the normal places.

Compared to the last shape it had taken, the new one was completely different. Instead of a hulk of a man, it had the height and musculature of an ordinary human. The scales were no longer rigid like armor plating but moved and flexed along with Alpha's muscles. Its fangs were gone and its claws had shrunk from sword length to barely an inch long. Instead of howling and roaring, it was eerily quiet.

_This thing is magnitudes more deadly now._ Sanguin knew. It learned, was constantly learning. It knew to armor itself when slashed, to grow stronger when overpowered, and now, it had learned the most dangerous lesson of them all. It had realized Hunters outclassed it and had taken on their traits to match them.

Argos slumped against a wall. "Keep the spear, Lance. I'm out, and we're gonna need all the guys we can get."

"That bad, huh?" Unconsciously, Sanguin's face broke out in a grin. Looks like he was going to get that exciting ending after all.

* * *

Ruby returned to the entrance chamber to find it a warzone. Craters and slash marks pockmarked the walls and ceiling and in the center of it all was a whirling storm of combat. The wall next to her exploded, showering her with debris. Inside the newly formed crater, Theron slumped over. His gray armor was cracked in places and a trickle of blood ran down a temple. He rose with a pained grunt and drew a spear from his hip, the weapon extending with a satisfying rattle.

Back on the battlefield, shapes of black danced around one another. Ruby picked them out as three men in black uniforms and Frank. He looked a lot less like a monster now that he had slimmed down, although she had to admit the black scales that covered his body still reminded her uncomfortably of a Grimm. The blood red eyes were a bit sinister too. And the wicked looking blade that had sprouted from his wrist wasn't particularly welcoming either, and not just because he was trying to use it to cleave Lance's torso in two at the moment.

The spearman leapt back to dodge the blow. Will charged in instead and aimed a dagger at Frank's neck, which was caught by his bladeless hand. Sanguin was rushing in from the other side with his own hand blazing; Frank threw Will at him. Sanguin extinguished the red glow just before his teammate slammed into him. Frank lunged after the pile of tumbling bodies, but was distracted by having to dodge Lance's spear.

"Well, this isn't going very well." Blake observed, as Lance was blown backward by a hammer-like punch.

Theron rolled his shoulder. "Better than you'd think. Its speed and power have been dropping consistently. It seems it can't maintain this new form very well. If we can hold out a few more minutes, we can take it down."

Ruby heard the unspoken words there. "You're going to kill him?"

Theron shrugged, not meeting her eyes. "I'd rather not, as you know, but it's dangerous enough I might have to. And I suspect even if I wanted to, I couldn't keep those three from killing Subject Alpha." He wasn't kidding, even Ruby could tell Lance was out for blood and Sanguin and Will kept aiming for vital areas.

She was suddenly reminded of something Frank had said earlier.

"Guys, I have an idea. I need you to keep them from attacking Frank, and…" This part they weren't going to like very much. "Promise me you guys won't interfere."

"What are you-" Yang began.

"Promise!" Ruby shouted. If she tried to explain now they just wouldn't get it, not without it taking far too long.

"Alright fine, we promise." Yang conceded. Ruby nodded, cocked Crescent Rose, stepped forward, and was locked in place by Theron grabbing her arm.

"Hold it. Just what are you going to do?"

Ruby twisted out of his grip. "There's no time to explain. If you really want Frank to be alive at the end of this, you'll help." Not waiting for his answer, she shot forward with both her Semblance and her weapon adding to her speed. Frank was ducking back from Sanguin's Hand and kicking him away when she approached. He didn't seem to notice her.

_Let's fix that._ "Hey! Frank!" He half turned to regard her with a piercing crimson gaze. "Try me!" He took a half step forward, only to twist away from a stab by Will. Frank's counterattack hit nothing but air and he snarled. Ruby swore in the privacy of her mind, she thought this would work but every attack like that made it much, much harder. "Frank!" She called again, trying to get his attention. "Over here! Come get me!"

This time it worked. Frank charged. Ruby hoped her friends could keep the others at bay; she didn't have time to check. All she had time for was dodging to the side as fast as she could to evade a grasping hand. And even with all her speed, it only barely missed. _Maybe this wasn't the best idea._

She guarded a slash of his arm blade with Crescent Rose, the force behind it almost bowling her over anyway. She sprinted away before another one drove her into the ground, but Frank was hot on her heels. Ruby was fastest in straight lines, almost faster than her uncle Qrow, but Frank was keeping pace with her and was strong enough that a single blow might end this. Thankfully, Ruby had a few tricks up her sleeve.

She pulled the trigger on Crescent Rose while it was horizontal in front of her and used the recoil to change directions. The nature of her Semblance might make it hard to corner well but her baby shored up that weakness fairly well. Not well enough, unfortunately, Frank's fist caught her in the shoulder as she crossed in front of him. It was a glancing blow; in a sparring match with a classmate Ruby might not have even noticed it. But coming from him, it was enough to knock her off her feet and skidding along the ground. It felt like her arm had been ripped out of its socket.

"Ruby!" Yang had her gauntlets raised in firing positions.

Ruby hurriedly raised her good arm to stop her. "Don't! Stay out of this!" If she did, Ruby's plan would be completely shot.

Back at Beacon, Frank had called her a researcher. He said that because she had called him by his designation, Subject Alpha, which only the people who had been experimenting on him knew. At least, that's what he thought. Daedalus had made the same mistake, assuming Shadow and Phantom had been working together, based on their shared uniform. When Theron had called Frank Subject Alpha too, it occurred to Ruby that he didn't really know the exact details of who wanted what. To Frank, they were all just one group that wanted to strap him into a machine that ripped apart his mind and sucked out his blood.

Ruby turned and ran from Frank, but she was pulled up short by him seizing the end of her cloak. With a yank, he tried to reel her in. Thankfully, Ruby was able to slip the red fabric over her head and keep running, leaving him behind slashing at empty air.

If he thought they were enemies, then she had to show him otherwise. She just needed to keep moving, not attacking or even trying to hurt him, weathering his fury until he cooled off. If she could keep his attention, if the others held off long enough, it would work. They could end this without anyone else dying today.

Ruby had maybe a second to react to a black fist hurtling toward her face. It wasn't enough time. Once upon a time Ruby had been climbing a tree and had fallen out of it. Hitting the ground had, for an eight year girl, felt like the getting hit by a car. It drove the air from her lungs and left her trembling in the grass paralyzed with shock, too stunned to even cry. Frank's punch felt like the ground had been going easy on her.

She was dimly aware she had hit a wall, or else she'd probably still be flying. She could taste blood and wondered if a tooth had been knocked out. She couldn't see out of one eye, and something wet was trickling down her face. Her surge of panic was overridden by ingrained instincts as she raised her scythe to intercept a descending blade. The impact shuddered through her body, driving her further into her crater. Another impact had the sound of screeching metal. Through her good eye, Ruby could see Crescent Rose's intricate machinery falling to mangled pieces. Frank raised a foot and with no other options left Ruby shielded herself with an arm.

Her arm was driven into her chest; it felt like her ribs had been shoved in. There had been a horrific sounding crack that might have been them breaking, though Ruby was pretty sure her wrist wasn't meant to bend that way. A hysteric laugh bubbled out; Frank had really done her a favor working her over like that earlier. She couldn't even feel how much her broken arm must hurt. Red eyes stared down at her, confused. Ruby struggled to find her voice. "Well, Frank? You get all that out of your system?"

It was like the clouds had cleared behind those eyes. "Ruby Rose?"

Ruby smiled, or tried to. It had worked. _Good._ That was her last thought before darkness swallowed her.

* * *

All three members of Team RWBY were already in motion even before Ruby's eyes closed. Blake's jaw ached from how tightly she had clenched her teeth while she watched her friend be pummeled. As much as she respected that Ruby knew what she was doing, the urge to disregard her leader's orders and inflict violent reprisal on Alpha, or rather Frank, the second he had first hit her had been almost overpowering. By the end, Yang's fire had forced all of them to step away from her, but to the credit of her faith in her sister the blonde had not moved.

Yang was hurriedly confirming Ruby's pulse and breathing while Weiss spoke hurriedly to Dom over the radio about extraction. Aside from shoving him out of the way, both completely ignored Frank as he stared at Ruby with a haunted look that was uncomfortably familiar to Blake. "What… what have I…?"

Driven by a sudden and unexpected surge of pity, Blake gently rested a hand on his shoulder. "Ruby worked very hard to save you from yourself, don't waste her efforts by torturing yourself."

Frank didn't look away from Ruby's bruised and bloody face. "But-"

"No buts." Blake grabbed his other shoulder and turned him to face her. "You weren't yourself. Ruby would be the first person to say you can't blame yourself for doing something you never meant to do."

Frank's shoulders slumped and he dropped his head into his hands, shaking. Blake wasn't entirely sure if the words had much of an effect but felt he wasn't going to do anything rash. Sanguin and Will were walking over, the redhead's sword still in his hand. It had taken both Blake and Yang to keep him from continuing to attack Frank and it wasn't until Will intervened that he stopped trying. Sanguin glanced towards the lower level. "What happened with Mortis?"

"He's dead." Will said bluntly.

An oddly melancholy smile flashed across Sanguin's face, gone so quick Blake might have imagined it. "Are you sure?"

"If you'd like I can go collect his head." Will offered. Blake couldn't tell if he was joking or not.

Sanguin didn't respond. His gaze swept over to where a still winded Theron was helping Argos across the chamber, Lance following behind. He set the nearly unconscious spearman down against the closest wall and Lance returned the borrowed spear. With murmured thanks, Argos nodded off. Theron walked over to where Sanguin and Will had stopped, and turned his head Blake's direction."

"I used to think armies were cold and callous for giving soldiers numbers and designations." He said, Blake's sharp hearing picking up the soft words. "I suppose that makes me a hypocrite too, in addition to everything else."

"And where do we stand now?" Sanguin asked, his grip shifting on his sword ever so slightly.

Theron sighed, with his armor battered and broken and his slumped shoulders he looked exhausted. "This plan all along was supposed to be to protect innocents. It just never occurred to me that to enact it I would have to hurt them as well."

"Just the one." Sanguin offered.

"One is too many." Theron replied, his voice steel. "And what about you?"

Sanguin was silent for a long moment. His expressionless face didn't offer a hint to his thoughts. "I am going to pick up where I left off and kill you, and Lance too."

Theron moved immediately to stand between Sanguin and Lance, his spear rising into a defensive position. Blake's hands tightened into fists. After everything that had happened, was he really going devolve back to mindless bloodshed? Theron grimly looked his opponent in the eyes. "No mercy whatsoever, is that it then?"

"Of course." Sanguin answered. "Our orders for this mission were perfectly clear; we are to eliminate all threats. Our clash has shown me you could best me in combat but you took point, and the brunt of the damage, in the battle against Subject Alpha. Defeating you now will not prove particularly difficult."

He turned away. "Will, come. Bring me to Mortis' body."

Blake blinked. What was he talking about? Going on about how he's obligated to kill them, then ignoring them? Theron appeared to share her confusion. "What are you doing?"

Sanguin turned back, faint annoyance on his face. "What I just told you. Our mission is to destroy all threats and dangers. Out of everyone here, no one is more dangerous than Mortis Manus. As Shadow squad's captain, I must ensure he is dead with my own two eyes. And I need Will to show me where the body is. It's that simple." Saying that, he followed Will over the balcony and into the storage grounds below.

Lance sighed, relieved. "He never was very good at lying."

"Apparently not." Theron said thoughtfully. He pointed back into the power chamber. "Go retrieve Morgan; I shall prepare the airship for our departure. Sanguin can only spend so long verifying a kill."

"Right." Lance took off at a run.

Theron glanced over at her and Blake flinched, being caught eavesdropping. He walked over, but she wasn't who he was looking at. Theron looked down at the sitting man with regret plain on his face. "I am deeply sorry for what has happened to you. I wish there was some way to make amends." He waited for an answer, but Frank didn't raise his head from his hands.

"Of course. I suppose redemption is never just handed to you." Theron looked up to Blake, and smiled sadly. "When she wakes up, tell her she'll be a great Huntress one day. If she's willing to accept a compliment from someone who betrayed what they stand for, that is." He exited through the main doors into the caverns.

Blake shook her head. She'd pass on the message, but in her opinion he was wrong. Ruby wasn't going to be a great Huntress one day; she already was one.

* * *

AN: Okay, so I know I said I would try to get this chapter out before volume 3 started and it's been over a month since then. I did try, and was 3/4s of the way done two days before the release when my computer shat itself. It was out of commission for over a week and when I got it back my motivation to rewrite the whole thing after I'd already missed the deadline was nil. Excuses excuses, I know, but at least it's out now, right?

If I have one regret about this fic, it's that I could never properly reconcile Mortis' obviously ultimate villain design with the fact that he's largely superfluous with the revised plotline. Originally, the final battle would have been between him and Sanguin, after an earlier fight where Will, Argos, and Dom had the upper hand thanks to the methods they used here but weren't able to defeat him. Team RWBY rose in prominence, Sanguin waned, and there just wasn't the development to make it particularly impactful anymore. Oh well, such is life.


	19. Epilogue

**Epilogue**

"It was at that time I decided to call for an airlift for the remaining White Fang prisoners and remain behind with Will while Dom flew back with the Argos and Team RWBY. I believe you are all aware of the pertinent events after that point." Sanguin finished his recitation and resumed standing at attention.

He was in an office Ozpin had commandeered after the damage his and Mortis' battle had done to Beacon's main tower. It was considerably cozier than Ozpin's original one, but there was still enough room for his desk and a view screen mounted on the wall behind it. On the divided screen were General Ironwood from his command center in one section and Headmistress Woden from Umbra in the other. Ozpin stood off to the side of his desk, so he could look between the screen and Sanguin easily.

Sanguin's words were greeted with a lengthy pause as each listener tried to corral their thoughts. Unsurprisingly, the general was the first to speak up.

"I'll be the first to say that I think your team performed admirably given the circumstances and your lack of manpower on the scene." Sanguin accepted the words with a nod, waiting. "But…" _There it is. _"I think the question on all our minds is why there was that lack of manpower to begin with. Why exactly did you choose to intentionally keep the information you had regarding Theron's location to yourself instead of informing us and getting much needed backup?"

"I question whether additional assets were truly needed." Sanguin replied. He maintained the practiced talking-to-authority tone that betrayed no hints of what he was thinking.

Ironwood was not amused. "Considering three of your four targets escaped, I would say they were. And you didn't answer my question."

Sanguin straightened up the millimeter he had to his full height, hands clasped even tighter behind his back. "It occurred to me that if there was one subversive element within Beacon Academy, there could be more. Theron was a well-respected Huntsman; it was highly likely he could have persuaded others to join him. If I were in his shoes, I would have had plants in both Beacon and your forces to alert me if any deployments were to occur near my position. The risk to operational security was too high to risk bringing in other people."

Sanguin had very carefully worded that statement. By necessity, he had long ago made a point of never lying to his superiors. But that didn't mean he was above being misleading. The risk of Theron having other agents _had_ occurred to him, just not before they had left on the mission without telling anyone.

"You seemed to not have the same reservations when it came to the team of freshmen who accompanied you." Woden said. Her eyes probed him as if she knew he wasn't being entirely truthful, but wasn't willing to press the issue.

"Considering their previous involvement in the earlier stages of the mission, it was safe to say that Team RWBY was not a part of Theron's plot."

"Regardless," Ironwood interjected. "Given the extensive injuries they sustained during the course of this mission, I find your willingness to throw students into that caliber of combat reckless."

Sanguin's face might have been made of glass for all it moved. "The only member of the team to be significantly injured was Ruby Rose." There was a flicker there in Ironwood's expression; the name was familiar to him. "Because she undertook great personal risk to resolve the conflict with no further damage done to the prisoner, Frank. Otherwise, the mission ended without serious injury to any of our operatives."

Sanguin had been rather surprised when a look through civil records turned up Subject Alpha's real name and address. Frank Kafka, aged 19, had been on missing person lists for months. In the two days since the mission he had been transferred to where he was currently residing, a psychiatric hospital that was equipped to handle powerful individuals on the outskirts of the city. He had a long road ahead of him to restoring the damage the Icarus machines had done to his mind, but apparently a visit from his family members had already done wonders for his mental stability.

"You're indicating that your mission is over," Woden was saying. "but the assignment I gave you was to hunt down and eliminate the rogue members of Phantom Squad."

Sanguin drew upon a rehearsed argument. "The exact parameters of our mission were 'to eliminate all threats related to Phantom Squad in the kingdom of Vale.'"

"And you feel that since they are no longer within the kingdom you're off the hook?" Woden finished for him.

_Not really, though I'd hoped you might think so. _"Our targets departed into the wilds with an unknown destination or heading. My squad lacks even a portion of the resources to effectively search for them. Even if we turned out Umbra and made full use of the general's armies it likely would not be enough."

"He's right." Ironwood chimed in. "This mission is over, regardless of our opinions of its outcome." Woden glared at the screen for a second then silently conceded the point.

"You mentioned that the Icarus machine had been destroyed during the fighting." Ozpin said in the lull. "Are we to assume that no additional models can or have been built?"

Sanguin kept his face neutral. That wasn't entirely true. What he had said was the machine had been destroyed during the course of the mission while he was occupied elsewhere. And it had, he had been taking the wounded back to the airship when Will and Xiao Long took a bag of Dom's explosives below. "I believe so, yes. Theron clearly intended to control the device's usage; he would not have condoned another one set up where he could not oversee it. As for the White Fang, the members that had worked on the project were with two exceptions used as its fuel."

"And those two exceptions?" Ironwood asked.

"I killed them." He could have softened that statement, Sanguin knew. He could have said he 'removed the threat' or 'eliminated' them, but it would have been a lie. He murdered them for the sake of the mission. And in a conversation where he was already bending the truth as much as he could, he felt no reason to sugarcoat his actions. Ironwood was nodding grimly, Woden was nodding not so grimly, and Ozpin's expression was unreadable. "And besides, according to Team RWBY's report, the machine they had created didn't work. The possibility of other members of the White Fang having been passed the device's designs can't be ignored, but it seems that poses little threat."

"Which leaves Dr. Daedalus as the only source for any future Icarus machines." Woden concluded. "And where is the good doctor now?"

"Currently he's been returned to his cell in Vale's prison." Ozpin said. "While this new information could potentially exonerate him, he's been rather insistent the whole affair stay buried."

Perhaps unconsciously, Ironwood began to roll his bad shoulder. His arm tended to hurt when he was feeling conflicted, Sanguin remembered the general telling him once. "Perhaps that's for the best. We can keep an eye of him there and ensure that he never tells anyone about Project Icarus, willingly or not."

Sanguin caught Woden's expression. It seemed to reflect his own thoughts. _If you don't want him to tell anyone, just kill him._ If she wasn't going to suggest it, he felt no need to. To be sure, he had mulled over the idea of finishing off Subject Alpha after Ruby had calmed him down, but dismissed the idea as unwise. Daedalus had mentioned the possibility of someone with a similar Semblance being usable in Alpha's place, better to leave Frank as a lure for people trying to make another Icarus than forcing them to get creative.

"I believe an eye should be kept on him, and Subject Alpha, for safety's sake." Was what Woden said instead.

"That's already being taken care of." Ozpin said.

"And I will be doing my own observation." Woden said sharply. "For reasons that should be obvious."

The tension in the room rose a bit. Sanguin was uncomfortably aware that he had left his sword behind before coming to this debriefing. His hand itched for its grip.

"The exact details can be hashed out later." Ironwood moved to disarm the argument before it happened. Seeing Atlas' infamous war-hawk general playing peacemaker was a novelty Sanguin hadn't quite gotten used to yet, although if he got a few more missions in Vale that was likely to change. "I think we can all agree that keeping both Mr. Kafka and Dr. Daedalus under close supervision will be necessary to prevent any further abuses of their respective circumstances. Beyond that, however, I believe this mission has been satisfactorily completed. Theron's defection is an unfortunate turn of events, but nothing can be done about him at the moment, agreed?"

The other two headmasters nodded their agreement. Ironwood's eyes met Sanguin's. "Well then, Mr. Manus, once again you have our gratitude for a job well done. Make sure your team gets some well-earned rest, from your report it sounded like they need it." His image flickered and faded and Woden's expanded to fill the empty space.

_He's probably the only person in the world to call me _Manus_ without using it like a slur._ Even his teammates didn't have that level of disregard for his relationship with Mortis. Former relationship, that is.

Sanguin still felt almost numb. He had built his life around defying Mortis' influence and his dream had always been to kill the old bastard with his own two hands. With Mortis a corpse, he found himself bereft of that motivation and drive. Without that hate to nourish him, would his Semblance still be as powerful? What _was _he going to do with his life now anyway? Roam from battlefield to battlefield until one day he was unlucky or out matched? These were the sort of questions he really should have been asking himself _before_ he was two months away from turning twenty-one.

Though, Mortis' death didn't really change anything. He'd still go around receiving glares and scorn from anyone who knew his last name or saw him use his Semblance. If he wanted to live anywhere other than Nox he'd have to change his name or get used to being spat on. It wouldn't surprise him in the slightest if it became widely assumed _he _had been the one to free Mortis. He'd been at the prison at the same time as the escape and monsters stuck together, didn't they?

And yet, Ironwood called him 'Manus' like it was an ordinary last name. Sanguin couldn't say he disliked the general. He was a bit too fond of solving problems with a hammer, but then Sanguin himself was something of a blunt instrument. He'd always wonder how things would have gone if he had taken up that offer to study at Atlas rather than Umbra.

Woden's hard expression had softened. "Speaking of your team, how is Dominic?"

_Is that motherly concern I hear? _If so, that would be a first. "He's recovering quickly, fast enough that keeping him in bed is proving its usual trial. Still, I intend to delay our departure by another day to give him a little more time to rest before we make the flight back to Nox and strongly advise he be placed on inactive duties for at least a week upon our return."

"Noted." Woden turned to face Ozpin. "Ozpin. I trust my son will not need to fly himself home?"

"I'll arrange transport." Ozpin replied evenly.

"Good." Woden turned back to Sanguin; her earlier softness gone like it had never been there. "I'll expect a more detailed briefing from you when we can speak in person." She cut the call and the screen went black.

A debriefing where she'll want to know the exact details of how Phantom and Theron escaped and how the Icarus machine was destroyed, Sanguin knew. Oh well. He'd cross that bridge when he came to it, at least now he had a little time to prepare.

"I think that conversation went fairly well." Ozpin sat behind his desk again and took a sip of his coffee. "Though it did reveal one piece of interesting information."

"And that is?" Sanguin thought he could guess. Ozpin confirmed his suspicions.

"That you were ordered to 'eliminate all threats related to Phantom' rather than just Phantom itself. That's an unusual wording, almost intentionally so." Ozpin leveled his accusation conversationally. Sanguin couldn't really deny it, though thankfully he didn't have to.

"Yes, our orders were structured that way on purpose to give us authorization to deal with anyone from here that might be collaborating with Phantom." Sanguin resisted the urge to smirk. "A sensible precaution, given what happened."

"So it would seem." Just a hint of hardness had leaked into Ozpin's voice. He had trusted Theron above anyone else; the betrayal must have hit him the hardest. And Theron had always seemed so loyal…

Sanguin's thoughts coiled around themselves, twisting and rolling. This was almost certainly a bad idea, but he'd never be satisfied if he didn't pursue this. "You are, after all directly responsible for this incident."

"I beg your pardon?" Ozpin's voice sounded more angry than surprised. The tension in the room sharpened into a distinct sense of danger.

Sanguin plunged ahead, heedless. "Theron's plan is the logical conclusion of Beacon's, and by extension your, philosophy. Quality over quantity. Keeping the people in the dark about what is done to protect them. Doing what you believe to be right, regardless of what the rules or law is."

"Perhaps." Ozpin conceded with the expression of a man preparing a trap. "But Phantom squad defected from Nox all on their own. Umbra's philosophy has its own flaws."

"Well, everyone has their own problems. Even we can't be perfect." Sanguin said cheerily. Even ignoring how it had blown away the tension, faking this was worth it just for the look on Ozpin's face. Sanguin let the smile fade from his face. "There is still something that confuses me though. What was Theron's plan anyway?"

"You had told us he wanted to enhance Huntsmen and Huntresses to ensure they could better survive missions." Ozpin reminded him.

Sanguin finally let his arms come around from behind his back and folded them across his chest. "But then what? What was his endgame there?"

"I'm not sure I'm following you."

"Theron's plan was never actually viable from a long term viewpoint." Sanguin explained. "Even if he had enhanced all of Phantom without us ever catching on, the process would still be illegal, meaning he couldn't just go public with it. The idea of killing other people for power has enough stigma attached to it that he also couldn't quietly approach Hunters at random due to the risk of one of them outing him. No matter how I look at it, there's only one logical conclusion."

Ozpin said nothing, staring at him over steepled fingers. He appeared content to let Sanguin finish his thoughts. "Theron had another, unknown accomplice. One with the political or social clout to make the Icarus accepted by the public at large. Though, accomplice might be the wrong word."

"Then what would be?" Ozpin asked, his face unreadable. Sanguin stared straight into his eyes.

"Superior."

There was a long, heavy silence. Sanguin's senses sharpened, his alertness at maximum. He was watching carefully for any hints of movement that might herald an attack. If one came he was reasonably sure he could dodge it and counter with his Semblance. But Ozpin didn't so much as twitch. "That's an unusual choice. What is your reasoning for that?"

"It's something that occurred to me when I thought about Daedalus. How far he went to try to keep Project Icarus buried. From what I heard, the only information he left behind were a few fragmentary scraps buried deep in a corporate database. How could a man who was famous for constantly being on missions, in the wilds and on battlefields, even know to look for something like that? That it was the unknown party that brought it to him is the only sensible answer. And that indicates that they were in a position above him, being able to either order or persuade him to follow their lead."

"A logical analysis." Ozpin commented. "Now, who do you suppose this superior might be?"

Sanguin considered his position, the morality of the situation, and the potential fallout. He wondered what Dominic would do.

"Who knows?" He shrugged. "Whoever it was hid their tracks well, without Theron to identify them for us there's really no way to tell unless they reveal themselves. That's why I didn't mention it to the Headmistress and General Ironwood, they'd both insist on spending a lot of time and effort on a futile search. The only way to catch someone like this is to wait for them to make a move then crush them in the act."

He half turned to leave. "If there's nothing else, I'd like to check up on my squad."

"Of course. You're free to go." Ozpin said, but didn't otherwise move. Sanguin could feel his eyes on him as he walked to the door. As he left, he couldn't resist one last, probably unwise, jab.

"I enjoyed my time at Beacon. Perhaps I'll find a reason to return someday." The door closed behind him before he saw Ozpin's reaction.

Sanguin didn't stop walking, not running, not fleeing, just walking, until he had reached the outside and there were other people about. He breathed out deeply. He had handled that poorly, it would probably come back to bite him one of these days. Nothing he could do about that now, though. He regarded the infirmary building in the distance. He had mainly used checking in on Dom as an excuse to escape that situation, but it wasn't a bad idea. Thinking that, he turned away from the infirmary and set off.

Just once he'd like his squad to be a little less predictable, he mused when he found them in Beacon's weapon room. It'd be a nice change of pace. They were with Team RWBY, the team's battered leader sitting with Dom and the two of them chatting and gesturing to something on the table in front of them. Will was sitting aside with Blake, talking in low voices while Yang looked on. Argos, despite being reading something on his scroll, spotted Sanguin's approach. "So how'd it go?"

"As expected." Sanguin said as he pulled up a chair and sat down.

"That bad, huh?" Argos had already fully recovered from the exertions of the mission. If they were playing it safe, he'd be forbidden to use his Semblance for another day, but Sanguin wasn't going to give that order. If Argos wanted to blind himself, that was his call. Sanguin regarded Dominic. He, on the other hand, was supposed to be on bed rest. It hadn't been an order, but only in the sense Sanguin hadn't used the words 'I order you to…'.

"And what are you doing up and about instead of in bed were you are supposed to be?"

Dom looked up from his work. "Reworking the gearage to improve the scythe's transformation speed and reduce…" He trailed off at the look on Sanguin's face. "Helping."

"Helping Ruby Rose, who should _also_ be in bed recovering." Sanguin commented drily.

"That's what I said." Weiss muttered. Dom had the decency to look abashed. Ruby did not.

"If I had to sit still any longer, I'd have gone crazy. Besides, my baby needs some serious attention." She gestured at the pile of metal and machinery with her good arm. She had a broken wrist, two broken ribs, and her eye was still so swollen that the bandage covering it wasn't blocking her vision anyway. The cuts and bruises around her body had mostly healed, at least, with the gash on her head being the last one that still needed bandages. And yet, she felt the need to disregard the instructions of the medical staff and be out and about trying to do things. She was also willing take a brutal beating just to save someone else.

Sanguin glanced at Dom, wondering how many other similarities he and Ruby had. It looked as though Beacon has its own burgeoning hero(ine) on the way. Sanguin just hoped she had someone a little more ruthless to balance out her idealism. Perhaps that Weiss could fill the role someday.

She was already providing a moderating voice. "I'm just glad this whole miss is finished and we can finally go back to school like normal. It would be nice if we could go a week without some insane conspiracy or shadowy plot we have to deal with."

"Good luck with that." Argos said. "Now that you've got experience, your name will be first on the list when the brass need people to handle the next shadowy plot."

"Oh, good." Weiss said in a tone that dripped sarcasm.

Sanguin knew his squad needed to get their things together and ready to leave and that he needed to send Dom back to rest properly. He also needed to prepare for his next session with Woden and have a good spin on his actions waiting. He watched Ruby and Dom chatter away both smiling broadly waiting for a lull he could interject in. After a few minutes with no success, Sanguin leaned his head back against the wall behind him and closed his eyes. He'd just rest his eyes for a few minutes, then yank them away. He could afford a few minutes, he thought as he drifted off to sleep.

* * *

AN: Whew, finally finished. This is the end, boys and girls. I hope you enjoyed the ride. Not particularly satisfied with the way the ending turned out, it feels a little…inconclusive, I don't know. Not really good at coming up with endings, I guess. Well, today's episode shows I was right about sucking Aura out being a. possible but not well known, b. seen as sketchy as hell, and c. Ozpin and co. would do it if push came to shove, so I can take some consolation in that.

I've been debating doing a little prequel story about Shadow Squad when they were RWBY's age, but after finally finishing this monster I'm balking a little at the idea of starting another lengthy story. Let me know what you guys think.

Finally, I want to give a big thank you to my reviewers, particularly **Lord Jaric. ** The constant feedback has been a major source of motivation and encouragement.


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